8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported): May 14, 2008 (May 12, 2008)

SouthPeak Interactive Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-51693	20-3303304
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3130 Fairview Park Drive, Suite 500

Falls Church, Virginia 22042

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 286-3776

Global Services Partners Acquisition Corp.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry Into a Material Definitive Agreement

On May 12, 2008, in connection with the closing (the “Closing”) of the acquisition of SouthPeak Interactive, L.L.C. (“SouthPeak”) described in Item 2.01 below, SouthPeak Interactive Corporation, formerly known as Global Services Partners Acquisition Corp. (the “Company”), entered into the agreements described below.

Membership Interest Purchase Agreement

On May 12, 2008, the Company entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with SouthPeak and the members of SouthPeak pursuant to which the members of SouthPeak agreed to exchange their membership interests in SouthPeak for 35,000,000 shares of the Company’s common stock. Of the total 35,000,000 shares, 1,000,000 shares of such common stock had been issued to Terry Phillips pursuant to the Agreement, dated April 25, 2008, between the Company, SouthPeak and the members of SouthPeak as described in Item 1.01 of the Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on May 1, 2008. As a condition to closing the Membership Interest Purchase Agreement, the Company completed a merger with its wholly-owned subsidiaries pursuant to which the Company changed its name to SouthPeak Interactive Corporation. The Membership Interest Purchase Agreement, which includes customary representations and warranties of the parties and conditions to closing, other than the merger with the Company and its subsidiaries, is filed herewith as Exhibit 2.1 and incorporated herein.

Preferred Stock Purchase Agreement

On May 12, 2008 the Company entered into a Purchase Agreement (the “Preferred Stock Purchase Agreement”) with certain investors  (collectively, the “Investors”), pursuant to which the Investors purchased in a private placement 2,000,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 (the “Series A Preferred”), at a purchase price of $1.00 per share. Gross proceeds from the sale of the shares of Series A Preferred to the investors were approximately $2,000,000.

The Preferred Stock Purchase Agreement also grants to the Investors an exchange right related to the Company’s Class W and Z warrants held by the Investors. For a period of 90 days from the date an Investor purchases shares of Series A Preferred, such Investor has the right to exchange one of the Company’s outstanding Class W or Class Z warrants for a newly authorized Class Y warrant. Each Investor may exchange that number of Class W or Class Z warrants for Class Y warrants equal to one half of the number of shares of Series A Preferred purchased by such Investor. The Class Y warrants, when issued, will have the same terms as the Company’s Class W or Class Z warrant and be issued under a Warrant Agreement and form of Warrant Certificate similar to the Company’s Class W or Class Z warrant except that the exercise price shall be $1.50 per share, the term shall expire on May 31, 2013, and the sales price per share of the Company’s common stock for purposes of allowing for the redemption of the Class Y warrants shall be $2.50 per share.

The Preferred Stock Purchase Agreement, which is filed herewith as Exhibit 10.4 and incorporated herein, provides that the Company may sell up to 15,000,000 shares of its Series A Preferred. The cash proceeds from the offering will be used for working capital and general corporate purposes.

Lockup Agreement

In connection with the Preferred Stock Purchase Agreement, each of the former members of SouthPeak entered into a lock-up agreement with the Company (the “Lock-up Agreements”). Each of the Lock-up Agreements prohibits the former members of SouthPeak from selling or transferring any common stock of the Company issued in connection with the Membership Interest Purchase Agreement (the “Lock-Up Shares”) for 365 days.

Pursuant to the Lock-Up Agreement, a form of which is filed herewith as Exhibit 10.6 and incorporated herein, 180 days after the closing under the Membership Interest Purchase Agreement, 10% of the Lock-Up Shares will be released from the restrictions and obligations of the Lock-up Agreement. 365 days following the closing under the Membership Interest Purchase Agreement, the former members of SouthPeak may freely sell or transfer the remaining Lock-up Shares.

Registration Rights Agreement

In connection with entering into the Preferred Stock Purchase Agreement, on May 12, 2008, the Company also entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”). The Registration Rights Agreement provides that the Company will file a registration statement with the SEC covering the resale of the shares of the Company’s common stock issued upon conversion of the Series A Preferred sold to the Investors or exercise of the Company’s Class Y Warrants within 30 days following the Company’s filing of its Form 10-K for its fiscal year ended in 2008 but no later than October 15, 2008 (the “Filing Deadline”). If the registration statement is not filed with the SEC by the Filing Deadline, the Company will make pro rata payments to each Investor in an amount equal to .5% of the aggregate amount invested by such Investor for each 30 day period (or portion thereof) for which no registration statement is filed.

If a shelf registration statement is not filed with the SEC on or prior to the date that is 30 days after the date upon which the Company becomes eligible to use a registration statement on Form S-3, the Company must pay each Investor .5% of the aggregate purchase price paid by such Investor attributable to the shares that remain unsold for each 30 day period (or portion thereof) during which sales under the registration statement are not permitted. If the registration statement is declared effective by the SEC and after such effectiveness, subject to certain exceptions, sales cannot be made pursuant to the registration statement, the Company must pay each Investor .5% of the aggregate amount invested by such Investor for each 30 day period (or portion thereof) following the date by which such registration statement should have been effective. The Registration Rights Agreement is filed herewith as Exhibit 10.5 and is incorporated herein.

Employment Agreement with Terry Phillips

Pursuant to the Membership Interest Purchase Agreement, the Company entered into an employment agreement with Mr. Terry Phillips, pursuant to which Mr. Phillips will serve as the Company’s Chairman, effective as of May 12, 2008. The employment agreement has an initial term of three years, and will automatically renew for successive additional one-year periods thereafter unless either of the Company or Mr. Phillips notifies the other that the term will not be extended.

Pursuant to the terms of the employment agreement, Mr. Phillips will receive an initial salary of $100,000 per year, and will also be eligible to receive bonuses and equity awards that may be granted by the board or its compensation committee.

The employment agreement provides for continuation of salary and benefits for a period of three months upon the termination other than for cause (as defined in the agreement) of Mr. Phillips’s employment. Pursuant to the terms of the employment agreement, Mr. Phillips also entered into a confidentiality and noncompetition agreement with the Company for a period ending one year following the termination of employment.

Employment Agreement with Melanie Mroz

Pursuant to the Membership Interest Purchase Agreement, the Company entered into an employment agreement with Ms. Melanie Mroz, pursuant to which Ms. Mroz will serve as the Company’s President and Chief Executive Officer, effective as of May 12, 2008. The employment agreement has an initial term of three years, and will automatically renew for successive additional one-year periods thereafter unless either of the Company or Ms. Mroz notifies the other that the term will not be extended.

Pursuant to the terms of the employment agreement, Ms. Mroz will receive an initial salary of $150,000 per year, and will also be eligible to receive bonuses and equity awards that may be granted by the board or its compensation committee.

The employment agreement provides for continuation of salary and benefits for a period of three months upon the termination other than for cause (as defined in the agreement) of Ms. Mroz’s employment. Pursuant to the terms of the employment agreement, Ms. Mroz also entered into a confidentiality and noncompetition agreement with the Company for a period ending one year following the termination of employment.

Item 2.01.Completion of Acquisition or Disposition of Assets.

On May 12, 2008, the Company acquired all of the outstanding membership interests of SouthPeak pursuant to the Membership Interest Purchase Agreement (the “Acquisition”). At the closing of the transactions contemplated by the Membership Interest Purchase Agreement, the Company issued 35,000,000 shares of the Company’s common stock to the members of SouthPeak in exchange for SouthPeak’s membership interests including the 1,000,000 shares issued to Terry Phillips on April 25, 2008. Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K concerning the Membership Interest Purchase Agreement.

On May 14, 2008, the Company issued a press release announcing the closing of the Acquisitions, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.

In connection with the approval of the Acquisition, the following actions also occured:

· a merger with the Company’s wholly-owned subsidiaries pursuant to which the Company’s name was changed to “SouthPeak Interactive Corporation;”

· an amendment and restatement of the Company’s certificate of incorporation (the “Restated Charter”) (a) authorizing 110,000,000 million shares of capital stock, (b) incorporating restrictions on the ability to remove directors, (c) incorporating restrictions on the ability to amend the certificate of incorporation and (d) incorporating restrictions on the calling of special meetings;

· an amendment and restatement of the Company’s bylaws;

· the designation of 15,000,000 shares of the Company’s Series A Preferred;

· the issuance and sale of up to $15.0 million of Series A Preferred through a private placement of securities;

· the adoption of the Company’s 2008 Equity Incentive Compensation Plan (the “Plan”), which provides for the grant of up to 5,000,000 shares of the Company’s common stock or cash equivalents to directors, officers, employees and/or consultants of the Company and its subsidiaries;

· the election of two directors to fill certain vacancies created on the Company’s board of directors; and

· the appointment of new executive officers of the Company.

Upon the filing of a certificate of ownership and merger with the Secretary of State of the State of Delaware, the Company changed its name to SouthPeak Interactive Corporation.

Business

The business of the Company is described in the Definitive Proxy Statement (No. 000-51869), dated April 11, 2008, in the Section entitled “Information about SouthPeak” starting on page 93, and is incorporated herein by reference.

Risk Factors

Risks Related to the Company’s Business and Operations

Stiff competition within the video game publishing industry, in particular, can significantly reduce the Company’s share of the market, curtail potential revenue, and negatively impact its long-term viability.

The Company competes for licenses to properties and the sale of its titles with the large platform manufacturers such as Sony, Microsoft and Nintendo, each of which also develops and markets software for its own platforms. Each of these competitors can bundle their software with their hardware and create less demand for individual sales of the Company’s games. Additionally, these hardware systems manufacturers have better bargaining positions with respect to retail pricing, shelf space and retailer accommodations than do any of their licensees, including the Company, as well as the financial resources to withstand significant price competition and to implement extensive advertising campaigns. These platform providers may also give priority to their own games or to those of other publishers when manufacturing capacity is insufficient.

Next generation consoles require larger development teams and budgets to bring games to market. Although the Company has been able to produce successful games for these next generation consoles with industry competitive budgets, the Company may be unable to continue to do so in the future.

The Company competes, as well, with domestic game publishers such as Electronic Arts, Activision, THQ Inc., Take-Two and Midway Games; and international publishers, such as SEGA, Square Enix, UbiSoft, SCi Entertainment, Capcom, Konami and Namco-Bandai. Many of the Company’s competitors have blockbuster titles (with greater name recognition among consumers), a broader product line, or greater financial, marketing and other resources than it does. Accordingly, these competitors may be able to market their products more effectively or make larger offers or guarantees to independent developers in connection with the acquisition of commercially desirable properties.

The Company’s video game distribution operations also exist in a highly competitive environment. Competition is based primarily on breadth, availability and marketability of titles; price; terms and conditions of sale; credit terms and availability; speed of delivery; and effectiveness of sales and marketing programs. The company’s competitors include regional, national and international distributors, as well as hardware manufacturers and software publishers. The Company may lose market share or be forced in the future to reduce its prices in response to its competitors.

The Company’s business model can limit its growth prospects and long-term viability.

The Company has historically focused on publishing innovative video games for underserved niches that are generally sold at prices typical for big budget games produced by the leading large game publishers. In doing so, it has relied on its management’s industry experience to identify game concepts that can be profitably produced, their ability to allocate the Company’s limited financial resources among games under development and their ability to leverage low-cost offshore video game developers. There can be no assurance, however, that the Company will be able to accurately assess the likelihood and volume of sales for future video games or to engage low-cost developers.

The traditional distribution model of distributing original titles through third parties, such as independent video game publishers, could be challenged by the emergence of direct-to-consumer electronic delivery. Microsoft, Sony and Nintendo each plan to provide a mechanism for game developers to publish games via electronic store fronts that enable direct downloading of game content, though only a limited number of games will be selected for these electronic store fronts at any given time. Similar distribution venues already exist for the personal computer platform as well. Whereas some games are likely to entail program file sizes not easily distributed digitally due to bandwidth and storage constraints, it is possible that game concepts pursued by the Company in the future may not always have these constraints, and therefore originators of such game concepts could potentially bypass the traditional distribution and publication path, and take a direct-to-consumer approach, or even choose to sign multi-product deals, be acquired by other publishers, or go direct to the Company’s clients. Additionally, although the Company has been able to gain access to the limited game slots available in electronic store fronts, there can be no assurance that the number of games at electronic store fronts will remain limited or that the Company will continue to be able to access limited available game slots. Such changes in industry distribution practices and the number of game slots made available at electronic store fronts could limit the Company’s prospects for growth and negatively affect its profitability.

If the Company is unable to effectively compete with other independent publishing companies within an environment of intense and growing competition, the success of its operations and its earnings potential can be severely compromised.

The Company competes with a variety of independent publishers of proprietary video game software. Because platform licenses are non-exclusive, and many of the Company’s competitors also have licenses to develop and distribute video game software for these systems, new entrants could enter the market, including those with business models similar to the Company’s.

Many of the Company’s competitors have certain advantages over it, including:

· Substantially greater financial, technical, marketing and other resources, including brand or corporate name recognition;

· Larger client bases;

· Longer operating histories;

· More established relationships in the industry; and

· Larger geographic coverage

The Company’s competitors may be able to use these advantages to:

· Develop or adapt to new or emerging technologies and changes in consumer preferences more quickly;

· Take advantage of acquisitions and other opportunities more readily;

· Enter into and increase funding for strategic relationships to rapidly grow their reach and offerings;

· Devote greater resources to the marketing and sale of their services; and

· Adopt more aggressive pricing and incentive policies, which could drive down margins

If the Company is unable to anticipate and adapt to rapidly changing technology, its results of operations and competitive position could be adversely affected.

The Company derives most of its revenue from the sale of video game software developed for use on popular consoles. The success of its business is affected in large part by the market appeal of its published games and by the availability of an adequate supply of the hardware systems on which they run. The Company’s ability to accurately predict which new video game platforms will be successful in the marketplace, as well as its ability to develop commercially successful products for these new systems, will determine whether or not the Company will be competitive in the future.

The Company typically makes product development decisions and commits significant resources and time (18 to 24 months) in advance to remain competitive. If the Company chooses not to publish games for a new hardware system that is ultimately popular, its competitive position and profitability may be adversely affected. Yet, even if the Company seeks to adapt to any new game platforms, the company faces the risk of not being able to generate any significant earnings or recoup its investment as quickly as anticipated if the new system does not gain widespread market appeal, is not available in adequate quantities to meet consumer demand, or has a shorter life cycle than anticipated. Alternatively, a platform for which the Company has not devoted significant resources could be more successful than it had initially anticipated, causing it to miss a vital earnings opportunity.

If the Company is unable to enter into attractive publishing arrangements with developers of highly innovative and commercially appealing games, its competitiveness and prospects for growth could be severely impacted.

The Company’s success depends on its ability to timely identify and publish highly marketable titles. The Company relies on third-party software developers or development studios for the development of most of its titles. Because interactive game developers are highly in demand, the relatively limited resources of the Company vis-à-vis its competitors puts it at a competitive disadvantage when bidding to offer attractive compensation packages, advance royalties or ample pre-development financing to desirable developers, and potentially reduces its chances of winning the right to publish highly innovative games. Such a situation could severely impact its competitiveness and prospects for growth.

If the Company fails to satisfy its obligations under agreements with third-party developers and licensors, its operating results could be materially adversely affected.

Software developers who have developed video games for the Company in the past may not be available to develop video game software for it in the future. Due to the limited number of third-party software developers and the limited control that the Company exercises over them, these developers may not manage to complete video games for it on time and within product quality expectations, if at all. The Company has entered into agreements with third parties to acquire the rights to publish and distribute proprietary video game software. These agreements typically require the Company to make advance payments, pay royalties and satisfy other conditions. The Company’s advance payments may not be sufficient to permit developers to develop new software successfully, which could result in material delays and significantly increase the Company’s costs to bring particular products to market. Future sales of its titles may not be sufficient to recover advances to software developers and licensors, and it may not have adequate financial and other resources to satisfy the Company’s contractual commitments to such developers. If the Company fails to satisfy its obligations under agreements with third-party developers, the agreements may be terminated or modified in ways that are burdensome and materially adversely affect its operating results and long-term viability.

If the Company is unable to sell any of the works it has committed to fund, its operating margins could be adversely affected.

The Company typically enters into contracts with suppliers that are matched with commitments to fund original work development under specific terms. As of December 31, 2007, the Company had entered into contracts with nine independent software developers pursuant to which it is subject to minimum funding commitments and the Company may enter into additional contracts with similar commitments in the future. To date, the Company has sufficiently met its commitments with each of those suppliers, but the Company cannot assure you that in the future its earnings and/or liquidity will meet or exceed its commitments with each vendor. If the Company is unable to sell any of the works it has committed to fund, its operating margins could be adversely affected. 

If the Company is unable to secure approval from hardware manufacturers to publish new titles for their respective platforms, its business could suffer significantly or, alternatively, if the Company fails to satisfy its obligations under agreements with first-party platform manufacturers such as Microsoft, Sony, and Nintendo, its operating results could be materially adversely affected.

The Company is dependent on non-exclusive licenses from platform manufacturers (Microsoft, Nintendo and Sony) for the right to publish titles for their platforms. The Company’s existing platform licenses require that it obtain approval for the publication of new games on a title-by-title basis. As a result, the number of titles the Company is able to publish for these platforms, and its sales from titles for these platforms, may be limited. A manufacturer may elect not to renew or extend the Company’s license agreement at the end of its term, or adversely modify it, for whatever reason. Consequently, the Company may be unable to publish new games for the applicable platforms or the Company may be required to do so on less attractive terms. This will not only prevent the Company from publishing additional titles for a manufacturer but also negatively impact its operating results and prospects for growth. 

In addition, the Company’s contracts with the console manufacturers often grant the latter approval rights over new software products, and control over the development of the Company’s games. These rights and privileges of hardware manufacturers could adversely affect its results of operations or financial condition by:

· Causing the termination of a new project for which the Company has expended significant resources;

· Impeding the development and shipment of newly published titles to customers; and

· Increasing development lead times and costs which could be avoided if the Company is able to manufacture new game software independently. 

Microsoft released its next-generation hardware platform, the Xbox 360, into the North American marketplace in November 2005, and each of Sony and Nintendo introduced their respective next-generation platforms PlayStation 3 and the Wii into the marketplace during November 2006. While the Company has licenses for Microsoft Xbox 360, Nintendo Wii, DS and Gameboy Advance, and for Sony PlayStation 3, Playstation 2, and Playstation Portable, it may be unable to obtain licenses for future hardware platforms. 

If the Company’s inventory of next-generation video games is not fully sold and it has paid upfront significant license fees and manufacturing costs, its operating results and net worth may be materially adversely affected.

When publishing for game consoles, game publishers take on the burden of a great deal of inventory risk. All significant console manufacturers since Nintendo with its NES (1985) have monopolized the manufacture of every game made for their console, and have required all publishers to pay a license fee for every game so manufactured. This license fee is generally due at the time of manufacturing the game and is based upon the number of games being manufactured, unlike license fee payments in most other industries, in which license fees are paid following actual sales of the product. So, if a game publisher orders one million copies of its game, but half of them do not sell, the publisher has already paid the full console manufacturer license fee on one million copies of the game, and has to absorb that cost. Furthermore, non-moving inventory of games tend to decline substantially in value over time or to become obsolete. If this situation happens to the Company, and price concessions are not available to it on unsold products, it could incur significant losses, which could materially adversely affect its profitability and net worth. 

The Company is dependent upon a limited number of customers and the loss of any of its key customers could materially adversely affect its business. 

The Company is dependent on a small number of large customers for a significant portion of its sales, and the loss of one or more of these clients, or a significant decrease in total revenues from any of these clients, could seriously hurt its business. Historically, a substantial portion of the Company’s revenue has come from a limited number of clients. For example, the Company had three customers, GameStop, Wal-Mart and Pinnacle that accounted for 19%, 14% and 11%, respectively, of consolidated gross revenues for the six months ended December 31, 2007 and 24%, 10%, and 8%, respectively, of consolidated gross accounts receivable at December 31, 2007.

Approximately 95% of the Company’s sales are made through purchase orders subject to agreements with its customers, including GameStop, Wal-Mart and Pinnacle, through which the customer may reduce the titles they purchase from the Company, renegotiate the terms on which they purchase its games, or terminate their relationship with the Company at any time. Certain of the Company’s customers may decline to carry products containing mature content. A substantial reduction in orders, including as a result of a product being rated “AO” (age 18 and over); difficulty in collecting receivables in full, or within a reasonable time period, or within reserve levels; or termination of its relationship with the customer as a result of a number of factors (including their level of satisfaction with the support services they receive from the Company, demand for or pricing of competing titles, and their ability to continue their operations); could adversely affect the Company’s operating results and business viability. 

The Company is dependent on the success of a few titles, and unless it is able to gain and maintain market acceptance for newly published titles in the future, its growth and earnings prospects could be severely compromised.

A limited number of titles may produce a disproportionately large amount of the Company’s sales. Due to this dependence on a limited number of games, the failure of one or more of these products to achieve anticipated results may significantly harm the Company’s business and financial results.

If the Company’s contracted game developers fail to deliver their finished titles on time, or at all, the Company stands to incur significant losses that could severely adversely affect its financial performance.

The Company relies upon its third-party software developers to deliver titles within anticipated release schedules and cost projections.

While timetables for the development and delivery of game software are set in advance, video game production schedules are difficult to predict and can be subject to delays. Schedule slippage is very common due to the uncertain schedules of software development. Most publishers have suffered a “false launch”, in which the development staff assures the company that game development will be completed by a certain date, and a marketing launch is planned around that date, including advertising commitments, and then after all the advertising is paid for, the development staff announces that the game will “slip”, and will actually be ready several months later than originally intended. When the game finally appears, the effects among consumers of the marketing launch - excitement and “buzz” over the release of, and intent of customers to purchase, the game - have dissipated, and lackluster interest leads to weak sales. These problems are compounded if the game is supposed to ship for the Christmas selling season, but actually slips into the subsequent year.

The development cycle for new titles can range from twelve to twenty four months and can be expected to increase in connection with the development of next-generation software. After development of a game, it may take between nine to twelve additional months to develop the product for other hardware platforms. As the Company has no direct control over the business, finances and operating practices of external game developers, a delay or failure by these developers to make shipments or to complete the work performed - whether due to operational issues, financial difficulties, or faulty business decisions - may result in delays in, or cancellations of, product releases that may threaten the Company’s ability to obtain sufficient amounts of its product to sell to its customers when they demand them. In addition, customers may, under certain contracts, have the ability to terminate agreements to purchase game publications in view of issues concerning work quality and originality, or prolonged delay or significant revisions to published games. Terminations by clients of their purchase commitments can significantly dampen the Company’s revenue and cause its business to suffer tremendous losses.

Because many leading independent video game developers are small companies that are dependent on a few key individuals for the completion of a project, this also exposes the Company to the risk that these developers will lose a key employee, go out of business before completing a project, or simply cease work on a project for which the Company’s has hired them, and this occurrence could also be highly detrimental to the Company’s ability to compete and to generate additional revenue.

If delays or disruptions occur in the delivery to the Company’s customers of newly published titles following their commercial release, the Company’s operating results could be materially adversely affected.

Certain of the Company’s licensing and marketing agreements contain provisions that would impose penalties in the event that the company fails to meet agreed upon video game release dates. The life cycle of a game generally involves a relatively high level of sales during the first few months after introduction, followed by a rapid decline in sales. New products may not achieve significant market acceptance or generate sufficient sales to permit the Company to recover development, manufacturing and marketing costs associated with these products. Because revenues associated with an initial product launch generally constitute a high percentage of the total revenue associated with the life of a product, delays in product releases or disruptions following the commercial release of one or more new titles could adversely affect the sales of such products and cause the Company’s operating results to materially suffer and differ from expectations.

If the Company incurs substantial costs for market testing and sales activities after its new games are published, and fails to anticipate market demand or secure customer contracts, its profitability and liquidity could be materially adversely affected.

The Company typically undertakes market testing and sales activities before each of its titles is eventually approved for deployment by a given customer. In addition, once a customer contract is signed, there is a period in which revisions to game features are made, which can contribute to further delays in the realization of revenue. If the Company incurs significant expenses associated with market testing, product revisions, and sales and marketing and is not successful in anticipating market demand for its games or in securing contracts from its targeted customers, it may generate insufficient revenue to fully cover its costs, including its investment in game development, and its profitability and liquidity could be severely affected.

If the Company incurs unanticipated levels of returns of its titles from customers, or price concessions granted to them, its operating results could significantly suffer.

The Company is exposed to the risk that customers will return its products, or seek to secure price concessions for any bulk orders. The company’s distribution arrangements with its customers generally do not give them the right to return titles to the Company or to cancel firm orders. However, when demand for its offerings falls below expectations, the Company can sometimes accept product returns for stock balancing and negotiate accommodations to customers in order to maintain healthy relationships with them as well as continued access to their sales channels. These accommodations include negotiation of price discounts and credits against future orders, referred to as price concessions. The estimated reserve for returns and price concessions is based on the Company management’s evaluation of expected sales, potential markdown allowances based on historical experience, market acceptance of products produced, retailer inventory levels, budgeted customer allowances and the nature of the title and existing commitments to customers.

While the Company believes that it can reliably estimate future returns and price concessions, it cannot predict with certainty whether existing reserves will be sufficient to offset any accommodations the Company will actually provide, nor can it predict the amount or nature of accommodations that it will provide in the future. Furthermore, the continued granting of substantial price protection and other allowances may require it to raise additional funds for its operating requirements, but there is no assurance that such funds will be available to it on acceptable terms, if at all. In addition, the license fees the Company pays Sony, Microsoft and Nintendo are non-refundable and cannot be recovered when titles are returned. Ultimately, if the Company’s return rates and price concessions for published titles materially exceed its reserves, its operating results may be adversely affected.

If the Company’s published titles suffer from grave defects, market acceptance of the Company’s product may be adversely affected, its results of operations adversely affected, and its reputation seriously harmed.

The Company’s published video games can contain major defects, which could delay market acceptance of its products; cause customers to either terminate relationships with, or initiate product liability suits against the company, or both; or divert the company’s engineering resources, and consequently adversely impact its results of operations and its reputation.

If the Company's licensed intellectual property is not adequately protected from unauthorized use or access by others, the Company's competitiveness could be significantly undermined and its viability adversely affected.

The Company has obtained licenses for video game software developed by third parties in connection with the Company's publishing business, and it regards these licenses, including for the trademarks, copyrights, patents and trade secrets to such video game software, as proprietary intellectual property. The underlying trademarks, copyrights, trade secrets and patents often are separately protected by the third party developers of the software by enforcement of intellectual property laws. To protect the Company's proprietary licenses from unauthorized use and infringement, the Company maintains employee or third-party nondisclosure and confidentiality agreements, contractual restrictions on copying and distribution, as well as "shrink-wrap" or "click-wrap" license agreements or limitations-on-use of software included with its products.

However, the Company's licenses are vulnerable to misappropriation and infringement, which could undermine its competitiveness and materially adversely affect its business. It is difficult to effectively police unauthorized use of its licenses and the Company cannot be certain that existing intellectual property laws will provide adequate protection for its products. Despite the Company's efforts to protect its proprietary rights, unauthorized parties may try to copy its games, or to reverse engineer the licensed software. Well-organized piracy operations that have proliferated in recent years also have the ability to download pirated copies of its published software over the Internet. In addition, the laws of some foreign countries where the Company's products are or may be distributed may not protect its proprietary rights to as great an extent as US law, or are poorly enforced. If the Company is unable to protect its software against piracy, or prevent the misappropriation and infringement of its licenses in any form, its competitiveness and viability could be severely adversely affected.

If the Company infringes on the proprietary rights of others, unknowingly or not, it could sustain major damages to its business.

Although the Company believes its software and technologies and the software and technologies of third-party developers and publishers with whom it has contractual relations do not and will not infringe or violate proprietary rights of others, it is possible that infringement of proprietary rights of others has occurred or may occur.

Any claims of infringement, with or without merit, could be time consuming, costly and difficult to defend. Parties making claims of infringement may be able to obtain injunctive or other equitable relief that could require the Company to discontinue the distribution of its interactive entertainment software, prevent it from obtaining a license or redesigning its games, block it from publishing new materials, and compel it to pay substantial damages. In the event of a successful claim of infringement, the Company may need to obtain one or more licenses from third parties, which may not be available at a reasonable cost, if at all; divert attention and resources away from its daily business; impede or prevent delivery of its published titles; and require it to pay significant royalties, licensing fees and damages. The defense of any lawsuit could result in time-consuming and expensive litigation, regardless of the merits of such claims, and could also result in damages, license fees, royalty payments and restrictions on the Company’s ability to provide its services, any of which could harm its business.

The Company is subject to the risks and uncertainties associated with international trade, which could adversely affect its business.

As the Company expands its international operations, the Company is exposed to other risks, including: different market dynamics and consumer preferences; unexpected changes in international political, regulatory and economic developments; increased credit risks, tariffs and duties; difficulties in coordinating foreign transactions and operations; shipping delays; and possible impediments to the collection of foreign accounts receivable. Moreover, all of the Company’s international sales are made in local currencies, which could fluctuate against the dollar. While the Company may use forward exchange contracts to a limited extent to seek to mitigate foreign currency risk, its results of operations could be adversely affected by unfavorable foreign currency fluctuations. These or other factors could have an adverse effect on its business.

If the Company is unable to effectively manage and fund its expansion initiatives, it could incur huge charges, which in turn could undermine its growth plans.

The Company has begun to expand its publishing operations, enlarge its work force, and increase its investments in proprietary games created by third-party developers. To manage this growth successfully, the Company must constantly hire, train and manage an increasing number of management, technical, marketing, and other personnel. Furthermore, the Company will require significant cash resources to fuel its expansion activities, and may have to seek debt or equity financing to fund related costs. There is no guarantee, however, that the Company could obtain the additional financing required on acceptable terms. The issuance of new equity securities of the Company, moreover, would result in dilution to the interests of its stockholders. Unless the Company is able to effectively manage its growth activities, its business may be materially adversely affected.

The Company may not be able to adequately adjust its cost structure in a timely fashion in response to a sudden decrease in demand.

A significant portion of the Company’s sales and marketing and general and administrative expenses are comprised of personnel and facilities. In the event of a significant decline in revenues, it may not be able to exit facilities, reduce personnel, or make other changes to its cost structure without disruption to its operations or without significant termination and exit costs. Management may not be able to implement such actions in a timely manner, if at all, to offset an immediate shortfall in revenues and profit. Moreover, reducing costs may impair the Company’s ability to produce and develop software titles at sufficient levels in the future. The Company is subject to the risk that its inventory values may decline and protective terms under supplier arrangements may not adequately cover the decline in values.

Failure to collect its accounts receivable on a timely basis will negatively impact the Company’s cash flow.

The Company’s sales are typically made on credit. The Company does not hold any collateral to secure payment from its customers. As a result, the Company is subject to credit risks, particularly in the event that a significant amount of its receivables represent sales to a limited number of retailers or are concentrated in foreign markets. Although the Company continually assesses the creditworthiness of its customers, which are principally large, national retailers, if it is unable to collect its accounts receivable as they become due, the Company’s financial condition and cash flow could be adversely affected. From time to time the Company may purchase from financial institutions insurance on its receivables (with certain limits) to help protect it from loss in the event of a customer’s bankruptcy or insolvency.

The Company’s quarterly operating results may fluctuate significantly due to various factors related to its operations, which could cause its stock price to decline and could result in substantial losses to investors.

The Company's quarterly operating results have varied widely in the past and are likely to vary in the future, due to numerous factors, several of which are not under its control. These factors include the timing of the Company's release of new titles, customer demand for the Company's titles, and fluctuations in receivables collections and quarterly working capital needs. Other factors that cause fluctuations in the Company's sales and operating results include:

· The timing of release of its competitor’s products;

· The popularity of both new titles and titles released in prior periods;

· The profit margins for titles it sells;

· Competition in the industry for retail shelf space;

· Changing consumer demand for titles for different platforms; and

· The timing of the introduction of new platforms and the accuracy of retailers’ forecasts of consumer demand.

The uncertainties associated with video game development, including varying manufacturing lead times, production delays and the approval process for products by hardware manufacturers and other licensors also make it difficult to predict the quarter in which the Company's products will ship and therefore may cause it to fail to meet financial expectations. In future quarters, operating results may fall below the expectations of securities analysts and investors and the price of its stock could decline significantly.

The video game publishing industry is highly seasonal, with the Christmas selling season accounting for a substantial portion of the industry's yearly sales of video and computer games, leading to a concentrated glut of high-quality competition every year in every game category during this seasonal period. Although the Company historically has not been materially impacted by the industry seasonality, primarily because it has produced a limited volume of video games that have been absorbed by the market even in low volume periods of the year, the Company may be impacted by the industry seasonality in the future as the Company increases the volume of its video game production. The Company's failure or inability to introduce products on a timely basis to meet seasonal fluctuations in demand could adversely affect its business and operating results in the future.

The Company believes that quarter-to-quarter comparisons of its operating results will not be a good indication of its future performance. The Company may not be able to maintain consistent profitability on a quarterly or annual basis. It is likely that in some future quarter, its operating results may be below the expectations of public market analysts and investors and as a result of the above-mentioned factors, and other factors described throughout this "Risk Factors" section, the price of  the Company’s common stock may fall or significantly fluctuate, and possibly bring about significant reductions to stockholder value.

The Company’s business activities may require additional financing that might not be able to be obtained on acceptable terms, if at all, which could have a material adverse effect on its financial condition, liquidity and its ability to operate going forward.

Although there can be no assurance, the Company’s management believes that based on the Company’s current operating plans, it will have sufficient capital resources to finance its operational requirements through the next 12 months. If unforeseen events occur that would require additional funding, the Company may need to raise additional capital or incur debt to fund its operations. The Company’s management would expect to seek such capital through sales of additional equity or debt securities and/or loans from financial institutions, but there can be no assurance that funds will be available on acceptable terms, if at all, and any sales of additional securities will be dilutive to investors.  

Failure to obtain financing or obtaining financing on unfavorable terms could result in a decrease in the Company’s stock price and could have a material adverse effect on future operating prospects, or require a significant reduction in operations. 

If the Company is unable to generate the cash that it needs to pursue its business plan, it may have to raise additional capital on terms unfavorable to its stockholders.

The operation or expansion of the Company’s business may require substantial additional financial, operational and managerial resources. If the Company is required to obtain additional funding in the future, it may have to sell assets, seek debt financing or obtain additional equity capital. Additional capital may not be available to it on favorable terms, or at all. If the Company is unable to obtain additional capital when needed, this could slow the Company’s growth, negatively affect its ability to compete in its industry and adversely affect its financial condition.

If the Company fails to retain the services of senior management, its business and prospects could be materially adversely affected. 

The Company’s continued success will depend to a significant extent upon the performance and contributions of its senior management and upon the Company’s ability to attract, motivate and retain highly qualified employees. The Company is dependent upon key senior management to effectively manage the Company’s business in a highly competitive environment. If one or more of the Company’s key officers joins a competitor or forms a competing company, it may experience material interruptions in product development, delays in bringing products to market, difficulties in its relationships with licensors, suppliers and customers, and lose additional personnel, which could significantly harm its business, financial condition and operating results. Additionally, failure to continue to attract and retain qualified management personnel could adversely affect the Company’s business and prospects. 

The Company does not have “key person” life insurance policies covering any of its employees, nor is it certain if any such policies will be obtained or maintained in the future. In particular, the Company will depend in large part on the abilities of Mr. Terry Phillips and Ms. Melanie Mroz, who are the Chairman, and President and Chief Executive Officer, respectively, of the Company, to effectively execute future strategies. 

If the Company fails to hire and retain qualified personnel, in an industry where competition for qualified personnel is intense, its business could be seriously harmed.

The Company’s business, operating results and financial condition could be materially and adversely affected if the Company loses the services of key technical, sales or marketing employees, or if the Company failed to attract additional highly qualified employees. The Company’s employees are responsible for ensuring the timely publication, distribution and continued improvement of proprietary video games that the Company’s clients demand, for promptly addressing client requirements through technical and operational support services, and for identifying and developing opportunities to provide additional products and/or services to existing clients. The loss of the services of these employees, the inability to attract or retain qualified personnel in the future, or delays in hiring qualified personnel could limit the Company’s ability to generate revenues and to successfully operate the Company’s business.

Competition for employees can be intense and the process of locating key personnel with the right combination of skills is often lengthy. The Company relies to a substantial extent on the expertise, skills and knowledge of management, marketing, sales, technical and technology personnel to formulate and implement its business plan, as well as to identify, support, publish and market quality titles. Although the Company has granted incentives to some employees, it may not be able to continue to retain these personnel at current compensation levels, or at all. The compensation arrangements with such employees could result in increased expenses and have a negative impact on its operating results. In addition, if one or more of these individuals leave the Company, it may experience material delays in bringing products to market, which could have a material adverse effect on its business and prospects.

Growth of the Company’s business will result in increased demands on the Company’s management and limited human capital resources, which the Company may not be able to meet.

Any future growth in the combined business of the Company, whether organic or through acquisitions, will result in increased responsibility for the Company’s management and increased demands on the Company’s personnel. As the Company’s business grows, it will be required to retain qualified personnel who can expand their customer base and ensure continued development and delivery of highly innovative and technologically advanced games. The Company must continue to enhance and expand its management, technical, selling and marketing capabilities to accommodate this growth. To manage future growth, the Company will need to:

· Retain and hire competent senior management and marketing personnel to manage publishing and marketing activities;

· Maintain and expand their base of operating, financial and administrative personnel; and

· Continue to train, motivate, and retain existing employees and attract and integrate new employees.

If the Company is unable to manage future expansion, its ability to provide and maintain superior services to its vendors and customers can be compromised, which could in turn damage its reputation and substantially harm the business.

Potential increased regulation of video game content and distribution can stifle growth and profitability and seriously hurt the Company’s business.

Video game entertainment has come under increased scrutiny from politicians and consumer advocacy groups many of which are calling for increased regulation/oversight of the content of video game products. Such potential regulation could raise costs or limit the market for video games, in general, and for the Company’s products in particular.

Consumer advocacy groups have opposed sales of video game software containing graphic violence or sexually explicit material or other objectionable content by pressing for legislation in these areas, including legislation prohibiting the sale of certain “M” rated video games to minors, and by engaging in public demonstrations and media campaigns, and various governmental bodies have proposed regulation aimed at the Company’s industry to prohibit the sale to minors of software containing such material. Additionally, retailers may decline to sell video games containing graphic violence or sexually explicit material that they deem inappropriate for their businesses. Some of the Company’s titles have received an “M” rating (age 17 and over). If retailers decline to sell the Company’s “M” rated products or if the Company’s products are rated “AO” (age 18 and over), the Company might be required to significantly change or discontinue particular titles.

Currently in the United States, the video game publishing industry is rated by the Entertainment Software Rating Board or ESRB, a self-regulated volunteer video game rating organization. The ESRB, through its ratings system, requires game publishers to provide consumers with information relating to video game content, including graphic violence, profanity or sexually explicit material contained in software titles. There are similar ratings agencies in the UK, Germany, Australia and other geographic territories.

Failure to obtain a target rating for certain of the Company’s products, as well as game re-rating, could negatively impact its sales.

The ESRB system uses a rating symbol that suggests the appropriate player age group, and content descriptor information, such as graphic violence, profanity, or sexually explicit material. The ESRB rating is printed on each game package and retailers may use the rating to restrict sales to the recommended age groups. Retail customers take the ESRB rating into consideration when deciding which games they will purchase. If the ESRB or a manufacturer determines that any of the Company’s video games should have a rating directed to an older or more mature consumer, the Company may be less successful in marketing and selling said games. 

The Company claims compliance with rating system requirements and the proper display of the designated rating symbols and content descriptors. In some instances, however, the Company may have to modify certain games in order to market them under the expected rating, which could delay or disrupt the release of these games. In the United States, the Company expects its software titles to receive ESRB ratings of “E” (age 6 and older), “E10+” (age 10 and older), “T” (age 13 and over) or “M” (age 17 and over). In addition to these ratings, the ESRB may also rate a game as “AO” (age 18 and over). A few of the Company’s published titles have been rated “M” by the ESRB. If the Company is unable to obtain “M” ratings as a result of changes in the ESRB’s ratings standards or for other reasons, including the adoption of legislation in this area, the Company’s business and prospects could be negatively affected. In the event any of the Company’s games are re-rated by the ESRB, it may be required to record a reserve for anticipated product returns and inventory obsolescence which could expose it to additional litigation, administrative fines and penalties and other potential liabilities, and could adversely affect its operating results.

New legislation, content policies adopted by retailers, and litigation could inhibit sales of the Company’s products.

Legislation has been introduced at the local, state and federal levels for the establishment of a government-mandated rating and governing system in the United States and in foreign countries for the video game software publishing industry. Various foreign countries already allow government censorship of video games. The Company believes that if its industry were to become subject to a government rating system, its ability to successfully market and sell its products could be adversely affected.

In the United States, proposals have been made by numerous state legislators to regulate the sale of video games containing violent or sexually explicit material by prohibiting the sale of such products to under 17 or 18 audiences and proposing penalties for non-compliance, and certain states have recently sought to adopt laws regulating “M” or “AO” rated products or products otherwise depicting violent or sexually explicit materials. While such legislation has been successfully enjoined by industry and retail groups, the adoption into law of such legislation in federal and/or in state jurisdictions in which the Company does significant business could severely limit the retail market for its “M” rated titles.

Furthermore, a United States Senate bill, referred to as The Family Entertainment Protection Act, proposes to adopt a common rating system for video game software, television and music containing violence or sexually explicit material and to prohibit the sale of “M” rated, “AO” rated and “Rating Pending” products to under-17 audiences. The Federal Trade Commission has issued reports with respect to the marketing of such material to minors. If the bill is adopted into law, it may limit the potential market for the Company’s “M” rated products, and adversely affect its operating results.

Certain countries have also established similar rating systems as prerequisites for sales of video game software in such countries. In some instances, the Company may be required to modify certain of its games to comply with the requirements of these rating systems, which could delay the release of said games in these countries. Other countries, such as Germany, have adopted laws regulating content both in packaged games and those transmitted over the Internet that are stricter than current United States laws.

Moreover, retailers may decline to sell video game software containing graphic violence or sexually explicit material. Some trade organizations also require video game publishers to provide consumers with information relating to graphic violence, profanity, or sexually explicit material contained in software titles, and they impose penalties for non-compliance.

Additionally, although lawsuits seeking damages for injuries allegedly suffered by third parties as a result of video games have been unsuccessful in the courts, claims of this kind can be asserted against the Company.

The Chairman of the Company is subject to an SEC cease and desist order.

Mr. Terry Phillips, the Chairman of the Company agreed, in May 2007, to a settlement with the SEC in a proceeding arising from certain actions in 2000 and 2001. Without admitting or denying the allegations, Mr. Phillips agreed to consent to the entry of an order to cease and desist from committing or causing any violations of Section 10(b) of the Exchange Act and Exchange Act Rules 10b-5 and 13b2-1 and from causing any violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Exchange Act Rules 12b-2, 13a-1 and 13a-13.

This proceeding arose from the involvement in 2000 and 2001 of Mr. Phillips, Capitol Distributing, L.L.C, and another private company in which Mr. Phillips was a principal, in certain actions of Take-Two Interactive Software, Inc., where Mr. Phillips was accused of taking receipt of merchandise from Take-Two Interactive Software, Inc. and later returning the merchandise to Take-Two without making an effort to sell the merchandise. In his agreement to cease and desist, Mr. Phillips paid a civil penalty of $50,000.

Should Mr. Phillips be found to have violated the terms of the SEC’s order in the future, he may be subject to further enforcement action, including legal action imposing injunctive relief and assessing fines or penalties, which could have a material impact on the Company’s reputation and business.

Risks Relating to the Company’s Securities

Fulfilling the obligations incident to being a public company after completing the Acquisition will be expensive and time consuming.

Each of the Company, as a former blank-check company, and SouthPeak, as a private company, has maintained relatively small finance and accounting staffs. Neither the Company nor SouthPeak currently has an internal audit group. Although the Company has maintained disclosure controls and procedures and internal control over financial reporting as required under the federal securities laws with respect to its very limited activities, the Company has not been required to maintain and establish such disclosure controls and procedures and internal control as will be required with respect to businesses such as SouthPeak with substantial operations. Under the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, the Company will need to implement additional corporate governance practices and adhere to a variety of reporting requirements and complex accounting rules. Compliance with these obligations will require significant management time, place significant additional demands on the Company’s finance and accounting staff and on the Company’s financial, accounting and information systems, and increase its insurance, legal and financial compliance costs. The Company may also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

Section 404 of the Sarbanes-Oxley Act of 2002 will require the Company to document and test its internal controls over financial reporting for fiscal 2008 and beyond. Any delays or difficulty in satisfying these requirements could adversely affect its future results of operations and its stock price.

Section 404 of the Sarbanes-Oxley Act of 2002 will require the Company to document and test the effectiveness of its internal controls over financial reporting in accordance with an established internal control framework and to report on its conclusion as to the effectiveness of its internal controls. It may cost the Company more than it expects to comply with these control- and procedure-related requirements.

The Company may discover in the future areas of its internal controls that need improvement, including with respect to other businesses that it may acquire in the future. The Company cannot be certain that any remedial measures it takes will ensure that it implements and maintains adequate internal controls over its financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could harm operating results or cause it to fail to meet its reporting obligations. If the Company is unable to conclude that it has effective internal controls over financial reporting, or if its independent auditors are unable to provide it with an unqualified report regarding the effectiveness of its internal controls over financial reporting as of June 30, 2009 and in future periods as required by Section 404, investors could lose confidence in the reliability of its financial statements, which could result in a decrease in the value of the Company’s common stock. Failure to comply with Section 404 could potentially subject the Company to sanctions or investigations by the SEC or other regulatory authorities.

Because the Company does not currently intend to pay dividends on its common stock, stockholders will benefit from an investment in its common stock only if it appreciates in value.

The Company does not currently anticipate paying any dividends on shares of its common stock. Any determination to pay dividends in the future will be made by the Company’s board of directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors the Company’s board of directors deems relevant. Accordingly, realization of a gain on stockholders’ investments will depend on the appreciation of the price of the Company’s common stock. There is no guarantee that the Company’s common stock will appreciate in value or even maintain the price at which stockholders purchased their shares. 

The market price for the Company’s common stock may be highly volatile as a result of, among other things, factors affecting the industry.

The market price of the Company’s common stock may be highly volatile. Factors such as operating results, announcements by it or its competitors and various factors affecting the video game software publishing industry may have a significant impact on the market price of its common stock.

The Company seeks to manage its business with a view to achieving long-term results, and this could have a negative effect on short-term trading.

The Company’s focus is on creation of stockholder value over time, and it intends to make decisions that will be consistent with this long-term view. As a result, some of its decisions, such as whether to make or discontinue operating investments, manage its balance sheet and capital structure, or pursue or discontinue strategic initiatives, may be in conflict with the objectives of short-term traders. Further, this could adversely affect its quarterly or other short-term results of operations.

The warrants of the Company may have an adverse effect on the market price of its common stock. 

The Company has outstanding warrants to purchase 13,655,000 shares of common stock. Certain of the Company’s current affiliates hold warrants to purchase 910,320 shares of common stock at $5.00 per share. There will also be an option to purchase 200,000 Class Z warrants and 260,000 Class W warrants issued to the representative of the underwriters in the Company’s initial public offering. The sale, or even the possibility of sale, of the shares underlying the warrants and options could have an adverse effect on the market price for the Company’s securities or on its ability to obtain future public financing. If and to the extent these warrants are exercised, the common stockholders may experience dilution to their holdings.

The registration for resale by the holders of Series A Preferred may have an adverse effect on the market price of the Company’s common stock.

The Company  has agreed to file a registration statement to register for resale certain securities held by the holders of shares of Series A Preferred. If all of these shares and warrants are registered for resale, there will be an additional 2,000,000 shares of common stock eligible for trading in the public market. The presence of this additional number of shares of common stock eligible for trading in the public market may have an adverse effect on the market price of the Company’s common stock.

Holders of Series A Preferred have liquidation rights senior to the holders of the Company’s common stock.

The Company’s board of directors has the authority to designate and issue preferred stock that may have dividend, liquidation and other rights that are senior to those of the Company’s common stock. In connection with the Acquisition, the board designated 15,000,000 shares of Series A Preferred, 2,000,000 shares of which have been issued at a price of $1.00 per share. Holders of shares of the Company’s Series A Preferred are entitled to a liquidation preference before amounts are distributed on shares of the Company’s common stock equal to the original issue price of these shares. This right will reduce the remaining amount of the Company’s assets, if any, available to distribute to holders of the Company’s common stock.

Financial Information

Reference is made to the disclosure set forth under Items 2.02 and 9.01 of this Current Report on Form 8-K concerning the financial information of the Company.

Employees

The employees of the Company are described in the Definitive Proxy Statement (No. 000-51869), dated April 11, 2008, in the Section entitled “Employees” on page 107, and incorporated herein by reference.

Properties

The facilities of the Company are described in the Definitive Proxy Statement (No. 000-51869), dated April 11, 2008, in the Section entitled “Properties” on page 107, and incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of the Company’s common stock, as of May 14, 2008, for:

· each person known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding shares of common stock;

· each director and named executive officer of the Company; and

· the directors and executive officers of the Company as a group.

The numbers and percentages of shares of common stock beneficially owned as of May 14, 2008 are based on 35,920,100 shares of common stock outstanding. The table also assumes that none of the shares of common stock issuable upon exercise of the Company’s warrants are issued, other than as set forth in the footnotes to the table with respect to specific holders.

Unless otherwise indicated, the principal address of each of the persons below is c/o SouthPeak Interactive Corporation, 2900 Polo Parkway, Suite 200, Midlothian, Virginia 23113.

	Number of Shares Beneficially Owned		Percentage of Outstanding Shares
Executive Officers and Directors
Terry M. Phillips		17,500,000		48.7	%
Melanie Mroz		3,500,000		9.7	%
Andrea Gail Jones		-		*
Abhishek Jain(1)		726,600		2.0	%
All executive officers and directors as a group (4 persons)		21,726,600		59.3	%
Beneficial Owners of 5% or More:
Greg Phillips		10,500,000		29.2	%
Kathleen L. Morgan		3,500,000		9.7	%
Hummingbird Management, L.L.C.(2)		2,577,000		6.7	%

* Less than 1% of the outstanding shares of common stock

(1) Includes 726,520 shares of common stock issuable upon exercise of Class W warrants and Class Z warrants. The shares and warrants are held by WTP Capital, LLC. Mr. Jain is the Chief Executive Officer and a member of  WTP Capital, LLC and, as such exercises voting and disposition power over these shares and warrants.

(2) Includes 1,800,000 shares of Series A Preferred convertible into shares of common stock and 736,000 shares of common stock issuable upon exercise of Class W warrants and Class Z warrants. The Hummingbird Value Fund, LP (“HVF”) owns 600,000 shares of Series A Preferred and 281,600 Class W warrants, 95,000 Class Z warrants and 24,500 shares of common stock; The Hummingbird Microcap Value Fund, LP (“HMF”) owns 600,000 shares of Series A Preferred and 121,000 Class W warrants, 50,000 Class Z warrants and 15,500 shares of common stock, Hummingbird Concentrated Fund, L.P. (“HCF”) owns 600,000 shares of Series A Preferred and 44,600 Class W warrants; Hummingbird SPAC Partners, L.P. (“HSP”) owns 143,800 Class W warrants; and Tarsier Nanocap Value Fund, L.P. (“Tarsier”) owns 1,000 shares of common stock. As investment manager of HVF, HMF, HCF, HSP and Tarsier Hummingbird Management, LLC (“Hummingbird”) may be deemed to have the sole voting and investment authority over the shares of Series A Preferred, the Class W and Z warrants and the common stock owned by HVF, HMF, HCF, HSP and Tarsier. The managing member of Hummingbird is Paul Sonkin. Mr. Sonkin, as the managing member and control person of Hummingbird, may be deemed to have the sole voting and investment authority over the shares of Series A Preferred, the Class W and Z warrants and the common stock beneficially owned by Hummingbird. Hummingbird Capital, LLC (“Hummingbird Capital”), as the general partner of HVF, HMF, HCF, HSP and Tarsier, may be deemed to have the sole voting and investment authority over the shares of Series A Preferred, the Class W and Z warrants beneficially owned by HVF, HMF, HCF, HSP and Tarsier. Mr. Sonkin is also the managing member of Hummingbird Capital. Each of Hummingbird, Mr. Sonkin and Hummingbird Capital disclaim any beneficial ownership of the shares of Series A Preferred, the Class W and Z warrants and the common stock owned by HVF, HMF, HCF, HSP and Tarsier. The business address of Hummingbird Management, LLC 460 Park Avenue, 12th Floor, New York, New York 10022.

Directors and Executive Officers

The board of directors and executive officers of the Company are as follows:

Name	Age	Position
Terry Phillips	49	Chairman
Melanie Mroz	44	Chief Executive Officer, President and Director
Andrea Gail Jones	36	Chief Financial Officer
Abhishek Jain	39	Director

Terry Phillips has been the managing member of SouthPeak since 2000, when he purchased certain SouthPeak assets from SAS Institute. Mr. Phillips is also the managing member of Phillips Sales, Inc. (PSI), a company that he founded in 1991 that has become one of the largest manufacturer representative agencies specializing in the video game industry. PSI represented many of the industry leading companies including, Sony Computer Entertainment America, THQ, Take-Two, Midway, Capcom Namco and Konami. PSI was awarded “manufacturer representative of the year” by Sony Computer Entertainment America in 1998 and has generated over $2 billion in sales since inception. In 2003, substantially all of Phillips Sales was sold to an ESOP. From March 1999 to present, Mr. Phillips was the manager of Capitol Distributing, L.L.C., a video game distribution company. From 1987 to 1991, Mr. Phillips was Vice President of Sales for Acclaim Entertainment, a video game publisher. In an administrative proceeding before the SEC, in May 2007, Mr. Phillips agreed to cease and desist from committing or causing any violations of Section 10(b) of the Exchange Act and Exchange Act Rules 10b-5 and 13b2-1 and from causing any violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Exchange Act Rules 12b-2, 13a-1 and 13a-13. This proceeding arose from the involvement in 2000 and 2001 of Mr. Phillips, Capital Distributing and another private company in which he was a principal in certain actions of Take-Two Interactive Software, Inc. See “Risk Factors” for a further discussion of the cease and desist proceeding of the associated risks. Mr. Phillips holds a Bachelor of Science in Business Administration from Elmira College in New York.

Melanie Mroz has been a member of SouthPeak since 2000. In 2005, she assumed responsibility for SouthPeak’s day-to-day operations.  In 1996, Ms. Mroz joined Phillips Sales, Inc., one of the largest manufacturer representative agencies in the video game industry, to head its representation of Sony Computer Entertainment America and thereafter assumed other management duties. While at Phillips Sales, Inc., Ms. Mroz presented some of the most successful video game titles in the industry to major retailers, including titles such as “Metal Gear Solid” from Konami America and “Grand Theft Auto” from Take-Two Interactive Software, Inc. From January 1995 to December 1996, Ms. Mroz was the Vice President of Sales for Digital Pictures, Inc., a private digital imaging, animation, and video products producer. From March 1992 to January 1995, Ms. Mroz was the national sales manager for Sony Imagesoft. Ms. Mroz entered the interactive software industry in 1986 with entertainment and educational software distributor SoftKat, then a division of W.R.Grace & Co. Ms. Mroz began with SoftKat as a buyer in the purchasing department and later became the Director of Purchasing. Ms. Mroz holds a Bachelor of Science from Winona State University in Minnesota.

Andrea Gail Jones joined SouthPeak in June 2007. Prior to joining SouthPeak, Ms. Jones worked from 1999 until 2007 as a manager for Gregg and Bailey, P.C., a Richmond, Virginia based accounting firm of which SouthPeak was a client. From 1993 to 1999, Ms. Jones worked for Cherry, Bekaert, and Holland, L.L.P. as a tax specialist. She holds a Bachelor of Science in accounting from Virginia Tech and is a licensed Certified Public Accountant.

Abhishek Jain has been the President and a member of the Board of Directors of the Company since its inception and its Chairman and Chief Executive Officer from April 28, 2008 to May 12, 2008. Mr. Jain has been the Chief Executive Officer of WTP Capital, LLC, a private equity firm, since December 2004, and Chief Executive Officer of Washington Technology Partners, Inc., an affiliated private equity firm, since 2000.  In June 2006, Mr. Jain became the Chairman of Vigilar, one of WTP Capital's portfolio companies. From January 2003 to July 2003, Mr. Jain was President of Megasoft Limited, a Bombay Stock Exchange listed software solutions company. In 1998, Mr. Jain was a founding partner in the law firm of Jones Jain LLP, a corporate law firm, and remained a partner at that firm until September 2000, when it was acquired by Greenberg Traurig, another corporate law firm. From 1995 to 1998, he was an attorney at Jones, Day, Reavis & Pogue, a corporate law firm, and from 1994 to 1995 he was an attorney at Holland & Knight, a corporate law firm. From 1996 to September 2000, Mr. Jain served as counsel to the Embassy of India in the U.S. Mr. Jain was a Governor-appointed member of the board of the Virginia Biotechnology Research Park Authority, a public entity that governs Virginia's biotechnology parks, from June 2001 to June 2005. Mr. Jain was Co-President and board member of the Indian CEO Council from March 2002 to March 2005. Mr. Jain received a B.S., cum laude, from Towson State University and a J.D. from the University of Maryland School of Law.

Executive Compensation

Directors

The Company’s non-employee directors will receive varying levels of compensation for their services as directors based on their eligibility to be members of the Company’s audit, compensation and nominating and corporate governance committees. The Company anticipates determining director compensation in accordance with industry practice and standards. At this time, the Company has had no discussions with its non-employee directors about compensation

Executive Officers

The policies of the Company with respect to the compensation of Mr. Phillips, Ms. Mroz and other executive officers will be administered by the Company’s board of directors in consultation with its compensation committee. This compensation committee will be formed from independent directors on the Company’s board of directors. The compensation policies followed by the Company will be intended to provide for compensation that is sufficient to attract, motivate and retain executives of outstanding ability and potential and to establish an appropriate relationship between executive compensation and the creation of stockholder value. To meet these goals, the compensation committee will be charged with recommending executive compensation packages to the Company’s board of directors.

It is anticipated that performance-based and equity-based compensation will be an important foundation in executive compensation packages as the Company believes it is important to maintain a strong link between executive incentives and the creation of stockholder value. The Company believes that performance and equity-based compensation can be an important component of the total executive compensation package for maximizing stockholder value while, at the same time, attracting, motivating and retaining high-quality executives. The employment agreements discussed under Item 1.01 of this Current Report on Form 8-K and the 2008 Equity Incentive Compensation Plan reflect what the Company believes is a focus on performance- and equity-based compensation. The Company has not yet adopted any formal guidelines for allocating total compensation between equity compensation and cash compensation for executives hired in the future.

Employment Agreements

As a condition to closing the Membership Interest Purchase Agreement, the Company entered into employment agreements with Mr. Phillips and Ms. Mroz. Under the employment agreements, Mr. Phillips became the Company’s Chairman and Ms. Mroz became the Company’s Chief Executive Officer and President. Each employment agreement has an initial term of three years, and will automatically renew for successive additional one-year periods thereafter unless either party notifies the other that the term will not be extended.

Under these employment agreements, Mr. Phillips has an initial annual salary of $100,000 and Ms. Mroz has an initial annual salary of $150,000. The initial annual salary of Mr. Phillips and Ms. Mroz is subject to review and potential increase by the Company’s board or compensation committee. In addition, each is eligible to receive bonuses and equity awards that may granted by the board or compensation committee.

Each of these employment agreements provides for continuation of salary and benefits for a period of three months upon the termination of the executive’s employment other than for cause, as defined in the agreements. In addition, the agreements provide for non-competition for a period ending one year following the termination of employment.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K concerning the employment agreements with Mr. Phillips and Ms. Mroz.

Company

No executive officer of the Company has received any cash compensation for services rendered to the Company prior to May 12, 2008. Commencing on April 25, 2006 and ending on April 25, 2008, the Company was obligated to pay Everest Telecom LLC a fee of $7,500 per month for providing the Company with office space and certain office and secretarial services. Everest Telecom is an affiliate of Rahul Prakash, the Company’s former Chief Executive Officer and former Chairman of the Company’s board of directors. Other than this $7,500 per-month fee, no compensation of any kind, including finder’s and consulting fees, was be paid to any of the Company’s founders or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the closing of the Acquisition. However, the Company’s founders were be reimbursed for out-of-pocket expenses incurred in connection with activities on the Company’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations.

Since the Company’s formation, it has not granted any stock options or stock appreciation rights or any awards under long-term incentive plans.

SouthPeak

COMPENSATION DISCUSSION AND ANALYSIS

SouthPeak, as a limited liability company, has not designated executive officers. Mr. Phillips serves as the sole managing member, Ms. Mroz serves as the manager in charge of day-to-day operations and Ms. Jones serves as the chief financial officer of SouthPeak. Neither Mr. Phillips nor Ms. Mroz received distributions from SouthPeak during the fiscal year ended June 30, 2007 or to date for fiscal year 2008 other than distributions made for the payment of income taxes. Basic insurance benefits were provided through Phillips Sales, Inc. Only Ms. Jones, as a non-member of SouthPeak is compensated by the company as an executive officer. Ms. Jones joined SouthPeak on June 20, 2007. Ms. Jones’ compensation was established as a negotiated amount to account for her interim status and was not indicative of any compensation program that SouthPeak was considering for key or executive employees.

Base Salary. Ms. Jones’ base salary has been established at $105,000 for fiscal year 2008.

Summary Compensation Table

The following table presents compensation information for the fiscal year ended June 30, 2007, for Mr. Phillips, Ms. Mroz, and Ms. Jones as the only executive officers of SouthPeak. No employee of the company received total compensation in excess of $100,000 for the fiscal year ended June 30, 2007. 

Name and Position	Fiscal Year Ended June 30,		Salary		Bonus		All Other Compensation		Total
Terry Phillips, Managing Member		2007	$	-	$	-	$	-	$	-
Melanie Mroz, Manager		2007	$	-	$	-	$	-	$	-
Andrea Jones, Chief Financial Officer (1)		2007	$	3,500	$	-	$	-	$	3,500

(1)   Ms. Jones began employment on June 20, 2007.

Certain Relationships and Related Transactions

The certain relationships and related party transactions are described in the Definitive Proxy Statement (No. 000-51869), dated April 11, 2008, in the Section entitled “Certain Relationships and Related Party Transactions” beginning on page 144 and incorporated herein by reference.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K concerning certain related party transactions.

Legal Proceedings

The legal proceedings of the Company are described in the Definitive Proxy Statement (No. 000-51869), dated April 11, 2008, in the Sections entitled “Information about SouthPeak - Legal Proceedings” and “Information about GSPAC - Legal Proceedings” on pages 107 and 125, respectively, and incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Price. The Company’s Class B common stock ceased trading on the Over-the-Counter Bulletin Board and was automatically cancelled and converted into a right to receive $5.36 per share from the Company’s trust fund on April 25, 2008. As a result of the cancellation of the Class B common stock, the Company’s Series B units were mandatorily separated from their associated Class W warrants and then cancelled on April 25, 2008.

The Company’s Series A units, common stock, Class W warrants and Class Z warrants are listed on the Over-the-Counter Bulletin Board under the symbols GSPAU, GSPA, GSPAW and GSPAZ, respectively. The closing price for the securities on May 12, 2008, the most recent trading day practicable before the date of this Current Report on Form 8-K, was $3.10, $1.02, $0.05 and $0.11, respectively.

The Company’s units commenced public trading on April 25, 2006, and common stock and warrants commenced public trading on July 14, 2006. The table below sets forth, for the calendar quarters indicated, the high and low bid prices for the securities as reported on the Over-the-Counter Bulletin Board in US dollars. These quotations reflect inter-dealer prices, without markup, markdown or commissions, and may not represent actual transactions. 

	Common Stock				Class W Warrants				Class Z Warrants				Series A Units
	High		Low		High		Low		High		Low		High		Low
2006
Fourth Quarter	$	2.50	$	2.25	$	0.45	$	0.35	$	0.52	$	0.36	$	13.50	$	8.85
2007
First Quarter		3.30		2.45		0.54		0.36		0.66		0.39		13.10		9.25
Second Quarter		2.75		2.25		0.41		0.36		0.45		0.40		11.10		9.16
Third Quarter		3.00		2.50		0.38		0.35		0.52		0.40		9.70		9.00
Fourth Quarter		1.74		1.25		0.20		0.03		0.33		0.27		6.25		4.75
2008
First Quarter		1.75		1.03		0.26		0.04		0.32		0.24		6.70		4.70

Dividends. The Company has not paid cash dividends on its capital stock and does not intend to pay cash dividends in the foreseeable future and, instead, intends to retain any earnings for use in its business.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth under Item 3.02 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference, concerning the recent sales of unregistered securities.

Description of Securities

Overview.The Restated Charter authorizes up to 90,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share, 15,000,000 shares of which has been designated Series A Preferred. As of May 15, 2008, 35,920,100 shares of the Company’s common stock and 2,000,000 of the Company’s Series A Preferred were issued and outstanding.

The following descriptions of the Company’s securities and provisions of its Restated Charter and bylaws, are summaries of their material terms and provisions and are qualified by reference to the complete text of the forms of Restated Charter and bylaws, which are incorporated by reference in their entirety and are attached to this Current Report on Form 8-K as Exhibits 3.1 and 3.2, respectively.

Common Stock.Holders of the Company’s common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Holders of common stock are entitled to receive proportionately any dividends that may be declared by the Company’s board of directors, subject to the preferences and rights of any shares of preferred stock. In the event of the Company’s liquidation, dissolution or winding-up, holders of common stock will be entitled to receive proportionately any of the Company’s assets remaining after the payment of debts and liabilities and subject to the preferences and rights of any shares of preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The rights and privileges of holders of the Company’s common stock are subject to any series of preferred stock that the Company has issued or may issue in the future, including the Series A Preferred.

Preferred Stock.The Restated Charter provides that the Company’s board of directors has the authority, without further vote or action by the stockholders, to issue up to 20,000,000 shares of preferred stock in one or more series and to fix the number of shares constituting any such series and the preferences, limitations and relative rights, including but not limited to, dividend rights, dividend rate, voting rights, terms of redemption, redemption price or prices, conversion rights and liquidation preferences of the shares constituting any series. The issuance of preferred stock could adversely affect the rights of holders of common stock.

Series A Preferred. Shares of the Series A Preferred are initially convertible at a rate of $1.00 per share, or up to 15,000,000 shares in the aggregate. The anti-dilution protection of the Series A Preferred is based on the weighted average price of shares issued below the conversion price; provided that (a) shares issued in connection with compensatory equity grants, (b) shares issued for consideration other than cash pursuant to a merger, acquisition or other business combination, (c) shares issued upon conversion of certain outstanding debt of SouthPeak, and (d) other issuances as set forth in the certificate of designations of the Series A Preferred are excluded from the anti-dilution protections of the Series A Preferred.

The Series A Preferred votes together as a single class and on an as converted basis with the common stock. The Series A Preferred has no dividend right. The Company can require the conversion of the Series A Preferred if the 10 day weighted closing price per share of the Company’s common stock is at least $2.00.

Warrants.There are currently outstanding Class W warrants to purchase 7,517,500 shares of the Company’s common stock and Class Z warrants to purchase 6,387,500 shares of the Company’s common stock.

Each Class W warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $5.00 per share, subject to adjustment as discussed below. The Class W warrants will expire on April 17, 2011 at 5:00 p.m., New York City time.

The Company may call the Class W warrants (other than those outstanding prior to its initial public offering held by its initial security holders or their affiliates, but including Class W warrants issued upon exercise of the purchase option described below), with the prior consent of HCFP/Brenner Securities LLC, or HCFP/Brenner, the representative of the underwriters in the Company’s initial public offering, for redemption,

· in whole or in part,

· at a price of $.05 per Class W warrant at any time after the Class W warrants become exercisable,

· upon not less than 30 days’ prior written notice of redemption to each Class W warrantholder, and

· if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $7.50 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the Class W warrantholders.

Each Class Z warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $5.00 per share, subject to adjustment as discussed below. The Class Z warrants will expire on April 17, 2013 at 5:00 p.m., New York City time.

The Company may call the Class Z warrants (other than those outstanding prior to the Company’s initial public offering held by its initial security holders or their affiliates, but including Class Z warrants issued upon exercise of the purchase option described below), with the prior consent of HCFP/Brenner, for redemption,

· in whole or in part,

· at a price of $.05 per Class Z warrant at any time after the Class Z warrants become exercisable,

· upon not less than 30 days’ prior written notice of redemption to each Class Z warrantholder, and

· if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $8.75 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the Class Z warrantholders.

Since the Company may redeem the Class W warrants and Class Z warrants only with the prior consent of HCFP/Brenner and it may hold warrants subject to redemption, HCFP/Brenner may have a conflict of interest in determining whether or not to consent to such redemption. The Company cannot assure you that HCFP/Brenner will consent to such redemption if it is not in HCFP/Brenner’s interest even if it is in our best interest.

The exercise price and number of shares of common stock issuable on exercise of the Class W warrants and Class Z warrants may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the Class W warrants and Class Z warrants will not be adjusted for issuances of common stock at a price below their respective exercise prices.

The Class W warrants and Class Z warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to the Company, for the number of warrants being exercised. The Class W warrantholders and Class Z warrantholders do not have the rights or privileges of holders of common stock or any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by common stockholders.

No warrants will be exercisable unless at the time of exercise a prospectus relating to common stock issuable upon exercise of the warrants is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to meet these conditions and to maintain a current prospectus relating to common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure you that it will be able to do so. The warrants may be deprived of any value and the market for the warrants may be limited if the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.

No fractional shares will be issued upon exercise of the Class W warrants and Class Z warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

Purchase Option.HCFP/Brenner, has the option to purchase:

· 40,000 shares of the Company’s common stock and 200,000 Class Z warrants, and

· 260,000 shares of the Company’s common stock and 260,000 Class W warrants.

The warrants issued to HCFP/Brenner under the purchase option have an exercise price of $5.50 per share and the Class Z warrants expire on April 17, 2011 at 5:00 p.m., New York City time, as opposed to April 17, 2013 for all other Class Z warrants. The purchase option is exercisable for an aggregate of $280,500 for the 40,000 shares of the Company’s common stock and 200,000 Class Z warrants and $2,166,450 for the 260,000 shares of the Company’s common stock and 260,000 Class W warrants, and it expires on April 17, 2011. Although the purchase option and its underlying securities have been registered, the option grants to the holder demand and “piggy back” rights for periods of five and seven years, respectively, from April 18, 2006 with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the purchase option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of securities issuable upon exercise of the purchase option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the purchase option will not be adjusted for issuances of common stock at prices below the option exercise price.

Registration Rights.

The Company is obligated to file a registration statement with the SEC covering the resale of the shares of its common stock issued upon conversion of the Series A Preferred and the exercise of Class Y warrants within 30 days following the Company’s filing of its Form 10-K for the fiscal year in 2008 but no later than January 15, 2009 (the “Filing Deadline”).

If the registration statement is not filed with the SEC by the Filing Deadline, the Company will make pro rata payments to each holder of Series A Preferred in an amount equal to .5% of the aggregate amount invested by such holder of Series A Preferred for each 30 day period (or portion thereof) for which no registration statement is filed. If a shelf registration statement is not filed with the SEC on or prior to the date that is 30 days after the date upon which the Company becomes eligible to use a registration statement on Form S-3, the Company must pay each holder of Series A Preferred .5% of the aggregate purchase price paid by such holder of Series A Preferred attributable to the shares that remain unsold for each 30 day period (or portion thereof) during which sales under the registration statement are not permitted. If the registration statement is declared effective by the SEC and after such effectiveness, subject to certain exceptions, sales cannot be made pursuant to the registration statement, the Company must pay each holder of Series A Preferred .5% of the aggregate amount invested by such holder of Series A Preferred for each 30 day period (or portion thereof) following the date by which such registration statement should have been effective.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K concerning the Registration Rights Agreement between the Company and the holders of Series A Preferred.

Delaware Anti-Takeover Law and Provisions in the Company’s Restated Charter and Bylaws

Delaware Anti-Takeover Statute. The Company is subject to Section 203 of the Delaware General Corporation Law. In general, these provisions prohibit a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless the transaction in which the person became an interested stockholder is approved in a manner presented in Section 203 of the Delaware General Corporation Law. Generally, a “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and employees, owns, or within three years, did own, 15% or more of a corporation’s voting stock.

Certificate of Incorporation. the Restated Charter provides that:

· its board of directors may issue, without further action by the stockholders, up to 20,000,000 shares of undesignated preferred stock of which 15,000,000 shares has been designated Series A Preferred;

· vacancies on the board of directors, including newly created directorships, can be filled by the board of directors if a quorum is then in office and present, a majority of the directors then in office if less than a quorum is then in office, or the sole remaining director; and

· its directors may be removed only for cause.

Bylaws. The Company’s bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice to the Company in writing. To be timely, a stockholder’s notice must be received at the Company’s principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. In the event that the annual meeting is called for a date that is not within 30 days before or 60 days after the anniversary date, in order to be timely notice from the stockholder must be received:

· not earlier than 120 days prior to the annual meeting of stockholders; and

· not later than 90 days prior to the annual meeting of stockholders or the tenth day following the date on which notice of the annual meeting was mailed or made public.

In the case of a special meeting of stockholders called for the purpose of electing directors, notice by the stockholder, in order to be timely, must be received not later than the close of business on the tenth day following the day on which public disclosure of the date of the special meeting was made or mailed.

The Company’s bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual or special meeting of stockholders or from making nominations for directors at an annual or special meeting of stockholders or from making nominations for directors at an annual or special meeting of stockholders. In addition, a two-thirds supermajority vote of stockholders will be required to amend the Company’s bylaws.

The provisions in the Company’s Restated Charter and bylaws are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control of the Company. These provisions also are designed to reduce the Company’s vulnerability to an unsolicited proposal for a takeover of the Company that does not contemplate the acquisition of all of its outstanding shares or an unsolicited proposal for the restructuring or sale of all or part of the Company. These provisions, however, could discourage potential acquisition proposals and could delay or prevent a change in control of the Company. They may also have the effect of preventing changes in the Company’s management.

Listing of the Company’s Securities.The securities of the Company are traded on the Over-the-Counter Bulletin Board.

Transfer Agent and Warrant Agent.The transfer agent for the Company’s securities and warrant agent for the Company’s warrants is American Stock Transfer & Trust Company, 59 Maiden Lane, Plaza Level, New York, New York 10038.

Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, in effect, that any person made a party to any action by reason of the fact that he is or was a director, officer, employee or agent of the Company may and, in certain cases, must be indemnified by the Company against, in the case of a non-derivative action, judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys’ fees) incurred by him as a result of such action, and in the case of a derivative action, against expenses (including attorney’s fees), if in either type of action he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. This indemnification does not apply, (i) in a derivative action, to matters as to which it is adjudged that the director, officer, employee or agent is liable to the Company, unless upon court order it is determined that, despite such adjudication of liability, but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for expenses, and, (ii) in a non-derivative action, to any criminal proceeding in which such person had no reasonable cause to believe his conduct was unlawful.

Article VI of the Company’s Restated Charter provides that no director of the Company shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL.

Article VII of the Company’s Restated Charter also provides that the Company shall indemnify to the fullest extent permitted by Delaware law any and all of its directors and officers, or former directors and officers, or any person who may have served at the request of the Company as a director or officer of another corporation, partnership, limited liability company joint venture, trust or other enterprise.

Financial Statements and Supplementary Data

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial statements and supplementary data of the Company.

Financial Statements and Exhibits

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial information of the Company.

Item 3.02.Unregistered Sales of Equity Securities

As described in Item 1.01 of this Current Report on Form 8-K, on May 12, 2008, the Company issued 35,000,000 shares of its common stock to the former members of SouthPeak pursuant to the Membership Interest Purchase Agreement. The Company is relying upon Rule 506 of Regulation D under the Securities Act of 1933, as amended, in connection with the issuance of these shares. The 34,000,000 shares of the Company’s common stock issued on May 12, 2008, and the 1,000,000 shares of the Company’s common stock previously issued to Mr. Terry Phillips on April 25, 2008, are payment by the Company of the purchase price of $35,000,000 under the Membership Interest Purchase Agreement. The shares of the Company’s common stock have been valued at $1.00 per share. No commission or other compensation is being paid.

As described in Item 1.01 of this Current Report on Form 8 K, on May 12, 2008, the Company issued 2,000,000 shares of Series A Preferred to certain Investors pursuant to the Preferred Stock Purchase Agreement. The Company is relying upon Rule 506 of Regulation D under the Securities Act of 1933, as amended, in connection with the issuance of these shares. The shares of Series A Preferred were issued for gross proceeds of $2,000,000 at a purchase price of $1.00 per share. In exchange for investment banking services related to the sale of the Series A Preferred, the Company shall pay HCFP/Brenner a fee consisting of (a) cash in an amount equal to 6.5% of the gross proceeds received by the Company, (b) warrants with an exercise price of $1.00 to purchase a number of shares of common stock equal to 10% of the total number of shares of Series A Preferred issued by the Company, and (c) one Class Y warrant for each Class Y warrant issued pursuant to the Preferred Stock Purchase Agreement.

Item 3.03.Material Modification to Rights of Security Holders.

Item 5.03.Amendments to Articles of Incorporation or Bylaws.

In connection with the Acquisition, the charter of the Company was amended and restated. The Restated Charter, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, was filed with the Delaware Secretary of State on May 12, 2008, and all amendments reflected therein were effective on that date.

The following discussion identifies the provisions adopted or changed and the material differences between the rights of the Company’s stockholders pursuant to the original Certificate of Incorporation and those of the Company’s stockholders pursuant to the Restated Charter.

	Stockholder Rights under	Stockholder Rights under
	Certificate of Incorporation	Restated Charter
Authorized Capital Stock	The authorized capital stock of the Company consisted of 24,000,000 shares of common stock, par value $0.0001 per share, 7,000,000 shares of common stock, par value $0.0001 per share and 5,000 shares of preferred stock, par value $0.0001 per share.	The authorized capital stock of the Company will consist of 90,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share.
Preferred Stock	Directors could fix the designations, powers, preferences, rights, qualifications, limitations and restrictions by resolution.	Same.
Voting Rights	Common Stock: each share was entitled to one vote on all matters before the stockholders of the Company except in connection with a business combination. Class B Common Stock: each share was entitled to one vote on all matters before the stockholders of the Company including in connection with a business combination.	Each share of Common Stock is entitled to one vote on all matters before the stockholders of the Company.
Conversion Rights	Holders of Class B common stock who voted against a business combination could demand that the Company convert their shares of Class B common stock into cash.	None.
Termination of Class B common stock	If a business combination was not consummated prior to the termination date set forth in the Company’s certificate of incorporation, the Class B common stock was to be terminated and the former holders of Class B common stock were to receive a pro rata distribution from the Company’s trust account.	None.

Removal of Directors	Directors could be removed by the vote of a majority of the voting power of the shares of the Company.	Directors may be removed only for cause by the vote of two-thirds of the voting power of the shares of the Company.
Amendment of Certificate of Incorporation	The certificate of incorporation could be amended by the vote of a majority of the voting power of the shares of the Company.	The Company’s certificate of incorporation may be amended by the vote of two-thirds of the voting power of the shares of the Company.
Special Meetings	Special meetings of the stockholders could be called by the Chief Executive Officer, a majority of the board of the Company or the holders of a majority of the outstanding capital stock.	Special meetings of the stockholders may only be called by the Chief Executive Officer or a majority of the board of the Company.

The authorized share increase could, under certain circumstances, have an anti-takeover effect. In the event of a hostile take-over attempt, the Company could impede such an attempt by issuing shares of common stock through a “private placement” to a friendly party, thereby diluting the voting power of the other outstanding shares and increasing the potential cost to acquire control of the Company. Therefore, the overall effect could be to discourage unsolicited takeover attempts and to make it more difficult to remove the Company’s management. By potentially discouraging initiation of any such unsolicited takeover attempt, the authorized share increase may limit the opportunity for the Company’s stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The authorized share increase may have the effect of permitting current management to retain its position and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct of the Company’s business.

The increase in the number of authorized shares is not, however, intended to prevent or discourage any actual or threatened takeover of the Company, and to the knowledge of the Company, no takeover attempt (whether by accumulation of stock, merger, tender offer, solicitation in opposition to management or otherwise) is threatened. The Company does not currently have any intention to issue newly authorized shares of stock as part of any plan to discourage third parties from attempting to take over the Company in the future. No anti-takeover plan has been developed by the Company, and no such plan is currently under consideration.

The Restated Charter also includes other anti-takeover provisions, such as requirements for supermajority stockholder approval for amendments to the Company’s certificate of incorporation or bylaws and provisions requiring board of directors or executive officer action to call a special meeting of the stockholders, all of which have the effect of frustrating the efforts of persons seeking to effect a merger or to otherwise gain control of the Company by prohibiting action supportive of such transactions by the Company’s stockholders who may approve the transactions. The Company does not currently plan to adopt any other anti-takeover provisions or enter into any agreements or arrangements that may have material anti-takeover consequences.

The existence of anti-takeover provisions (whether the intention of these provisions is to effect an anti-takeover plan or whether the anti-takeover effect is merely incidental) has disadvantages and advantages to the stockholders. On the one hand, the existence of anti-takeover provisions may tend to lower the market price of the common stock because the Company may be less attractive to third parties who would otherwise be interested in accumulating stock in a takeover attempt, but are discouraged from doing so because of the anti-takeover provisions. Anti-takeover provisions may also result in an issuer’s management becoming entrenched and not readily susceptible to changes in management sought by the stockholders. On the other hand, the existence of anti-takeover provisions may be helpful to the Company and the stockholders because they might make the Company less vulnerable to a takeover at a time when the market price of the common stock is low relative to the perceived value of the Company, and the existence of anti-takeover provisions might insulate the Company’s management from pressure to enter into transactions or take other actions that might not be in the best interest of the stockholders.

The Company also amended its bylaws in the form attached as Exhibit 3.2 to this Current Report on Form 8-K, effective May 12, 2008.

On May 12, 2008, the Company filed with the Delaware Secretary of State a Certificate of Designations authorizing and designating the rights and preferences of 15,000,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred”). Such shares were designated from the 20,000,000 total shares of preferred stock reserved for issuance under the Restated Charter. Pursuant to the Certificate of Designations, the holders of the Series A Preferred were granted a liquidation preference such that, in the event of any liquidation, dissolution or winding up of the Company, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of the common stock, the holders of the Series A Preferred shall be entitled to be paid out of the Company’s assets available for distribution to its stockholders an amount equal to $1.00 per share of Series A Preferred held by them plus all dividends unpaid on such shares up to the date of distribution of the assets of the Corporation. This right will reduce the remaining amount of the Company’s assets, if any, available to distribute to holders of the Company’s common stock.

Item 5.01Changes in Control of Registrant.

Reference is made to the disclosure set forth under Items 1.01 and 2.01 of this Current Report on Form 8-K regarding the change in control of the Company.

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective as of the closing of the Acquisitions, Avinash Vashistha resigned as a director of the Company and Abhishek Jain resigned as President, Chairman and Chief Executive Officer of the Company. Mr. Jain shall remain a director of the Company and Mr. Terry Phillips and Ms. Melanie Mroz were appointed as directors of the Company to fill current vacancies on the Company’s board of directors. In addition, Mr. Phillips was appointed as Chairman of the Company and Ms. Mroz was appointed President and Chief Executive Officer of the Company. Reference is made to the disclosure described in Item 2.01 of this Current Report on Form 8-K in the section entitled “Directors and Executive Officers.”

Item 5.06.Change in Shell Company Status

As described in Item 2.01, on May 12, 2008, the Company completed the Acquisition of SouthPeak. As a result of the Acquisition, the Company is no longer a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits

Financial Statements

Financial Statements of Business Acquired

The financial statements and selected financial information of SouthPeak are included in the Definitive Proxy Statement (No. 000-51869), dated April 11, 2008, in the Sections entitled “Selected Historical Financial Information,” and “Index to Financial Statements” beginning on pages 13 and F-1, respectively, and are incorporated herein by reference.

Pro Forma Financial Information

INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined balance sheet combines the condensed consolidated historical balance sheet of SouthPeak as of December 31, 2007 and the balance sheet of the Company as of January 31, 2008, giving effect to the Acquisition. The following unaudited pro forma condensed consolidated statement of operations combines the consolidated statement of operations of SouthPeak for its year ended June 30, 2007 with the statement of operations of the Company for its fiscal year ended July 31, 2007, giving effect to the Acquisition as if it had occurred at the beginning of the respective periods presented. The following unaudited pro forma condensed combined statement of operations combines the historical consolidated statement of operations of SouthPeak for the six month period ended December 31, 2007 with the statement of operations of the Company for the six months ended January 31, 2008, giving effect to the Acquisition as if it had occurred at the beginning of the respective fiscal periods presented.

The historical financial information has been adjusted to give effect to pro forma events that are related and/or directly attributable to the Acquisition, including the sale and issuance of Series A Preferred, are factually supportable and are expected to have a continuing impact on the combined results. The adjustments presented on the pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the Company following the consummation of the Acquisition.

The Company is providing the following information to aid its stockholders in their analysis of the financial aspects of the Acquisition. The Company derived the historical financial information of SouthPeak from the audited consolidated financial statements of SouthPeak for the year ended June 30, 2007 and the unaudited condensed consolidated financial statements of SouthPeak for the six month period ended December 31, 2007 included elsewhere in this proxy statement/prospectus. We derived the historical financial information of GSPAC from the audited financial statements of GSPAC for the year ended July 31, 2007 and the unaudited financial statements of GSPAC for the six months ended January 31, 2008 included in the Definitive Proxy Statement (No. 000-51869) and incorporated herein by reference.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. Stockholders should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the Company will experience. SouthPeak and the Company have not had any historical relationships prior to the Acquisition. Accordingly, no pro forma adjustments were required to eliminate activities among the companies.

In the Acquisition, the Company purchased all the issued and outstanding membership interests of SouthPeak from its members in exchange for consideration consisting of 35,000,000 shares of the Company’s common stock. Immediately after the Acquisition former members of SouthPeak owned approximately 97.43% of the then issued and outstanding common stock of the Company.

The Acquisition will be accounted for as a reverse acquisition, equivalent to a recapitalization, through the issuance of stock by SouthPeak for the net monetary assets of the Company. The net monetary assets of the Company will be recorded as of the Acquisition date at their respective historical costs, which is considered to be the equivalent of fair value. No goodwill or intangible assets will be recorded as a result of the Acquisition.

The determination of SouthPeak as the accounting acquirer has been made based on consideration of all quantitative and qualitative factors of the business combination, including significant consideration given to the fact that upon consummation of the Acquisition,(i) SouthPeak’s management will continue in all the officer and senior management positions of the Company and, accordingly, will have day-to-day authority to carry out the business plan after the Acquisitio; (ii) SouthPeak’s employees (27 as of January 1, 2008) will continue on with no expected disruption, while no Company employees are anticipated to become employees of SouthPeak; (iii) the current SouthPeak business plan and operations will continue as the business plan of the Company with no changes expected as a result of the Acquisition; (iv) of the three member board of directors of the Company, two directors will be members of SouthPeak’s management; and (v) the largest minority stockholder group is comprised of four current members of SouthPeak who owned approximately 97.43% of the Company after the completion of the Acquisition compared to the largest Company director and officer minority stockholder group which would own a de minimus percentage of the Company after the Acquisition. Furthermore, the remaining Company stockholders are a diverse group of investors of which none own greater than 1% of the Company.

In addition to the factors described above, in reaching its determination of SouthPeak as the accounting acquirer, management also contemplated (i) the substance and design of the Acquisition; (ii) the impact of potentially dilutive securities on ownership of the Company under varying scenarios; and (iii) the size of SouthPeak versus the Company, considering total assets, revenues and operating expenses.

SOUTHPEAK INTERACTIVE CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

	December 31, 2007		January 31, 2008		Acquisition
	SouthPeak		The Company		Adjustments					Combined
Assets
Current Assets:
Cash and cash equivalents	$	1,860,326	$	163,347	$	(391,438	)	(b	)	$	3,632,235
						2,000,000		(c	)
Assets held in Trust Fund		-		31,919,663		(31,919,663	)	(a	)		-
Accounts receivable, net		3,391,619		-							3,391,619
Accounts receivable from vendor		-		-							-
Inventory		468,669		-							468,669
Advances on royalties		989,899		-							989,899
Intellectual property licenses		42,500		-							42,500
Prepaid expenses and other current assets		75,592		23,500							99,092
Total current assets		6,828,605		32,106,510		(30,311,101	)				8,624,014
Non-Current Assets:
Advances on royalties, net		592,276		-							592,276
Intellectual property licenses, net		1,360,000		-							1,360,000
Property and equipment, net		1,506,668		-							1,506,668
Deferred acquisition costs		311,362		-		(311,362	)	(b	)		-
Other assets		16,158		-							16,158
Total assets	$	10,615,069	$	32,106,510	$	(30,622,463	)			$	12,099,116
Liabilities and Stockholders' Equity
Current Liabilities:
Line of credit		632,473		-							632,473
Accounts payable and accrued royalties		5,113,198		103,923							5,217,121
Due to related parties		38,806		-							38,806
Current maturities of mortgage payable		15,778		-							15,778
Accrued expenses		1,636,340		-							1,636,340
Total current liabilities		7,436,595		103,923		-					7,540,518
Non-Current Liabilities:
Mortage payable, net of current maturities		1,052,672		-		-					1,052,672
Total liabilities		8,489,267		103,923							8,593,190
Common stock, subject to possible conversion		-		6,380,742		(6,380,742	)	(d	)		-
Stockholders' Equity
Common stock		-		92		3500		(e	)		3,592
Preferred Stock						200		(c	)		200
Members' equity		1,941,554				(1,941,554	)	(f	)
Common stock, Class B		-		478		(478	)	(d	)		-
Additional paid-in capital		-		25,370,759		(31,919,663	)	(a	)		3,317,886
						(311,362	)	(b	)
						(13,638	)	(b	)
						1,999,800		(c	)
						6,380,742		(d	)
						478		(d	)
						(3,500	)	(e	)
						(127,284	)	(e	)
						1,941,554		(f	)
Retained earnings		-		250,516		(377,800	)	(b	)
						127,284		(e	)
Accumulated other comprehensive income		184,248		-							184,248
Total stockholders' equity		2,125,802		25,621,845		(24,241,721	)				3,505,926
Total liabilities and stockholders' equity	$	10,615,069	$	32,106,510	$	(30,622,463	)			$	12,099,116

See Notes to Unaudited Pro Forma Condensed Combined Balance Sheet

SOUTHPEAK INTERACTIVE CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

The pro forma condensed combined balance sheet reflects the Acquisition as a reverse acquisition. The historical balance sheets used in the preparation of the pro forma condensed combined financial statements have been derived from SouthPeak’s unaudited condensed consolidated balance sheet as of December 31, 2007 and GSPAC’s unaudited condensed combined balance sheet as of January 31, 2008.

Pro forma adjustments are necessary to record the accounting upon consummation of the reverse acquisition. No pro forma adjustments were required to conform SouthPeak’s accounting policies to GSPAC’s accounting policies. Descriptions of the adjustments included in the unaudited pro forma condensed combined balance sheet are as follows:

(a) Reflects the release of the Company’s restricted cash held in trust and the transfer of the balance to the holders of the Company’s Class B common stock sold in its initial public offering. As a result of the Company not completing a business combination by April 25, 2008, the Company’s Class B common stock was immediately cancelled.

(b) Gives effect to the payment of an aggregate of $1,335,000 of estimated costs payable in cash by SouthPeak and the Company directly attributable to the Acquisition. Costs expected to be incurred by the Company (approximately $1,010,000) will be expensed as incurred. A further adjustment of $377,800 has been included on the accompanying pro forma condensed combined balance sheet as an adjustment to retained earnings of the Company prior to the Acquisition. The additional $391,438 as referenced below was adjusted to additional paid in capital for the interim pro forma balance sheet. Costs incurred by SouthPeak, approximately $325,000 will be deferred and charged to additional paid-in capital upon consummation of the reverse acquisition. As of December 31, 2007, $311,362 has been incurred by SouthPeak and included in their accompanying condensed consolidated balance sheet as of December 31, 2007. The $311,362 plus the additional $13,638 has been adjusted to additional paid in capital on the accompanying pro forma condensed combined balance sheet.

	GSPAC			SouthPeak					Total
Total transaction costs	$	1,010,000		$	325,000				$	1,335,000
Less: incurred in historical		(632,200	)		(311,362	)	(b	)		(943,562	)
	$	377,800		$	13,638		(b	)	$	391,438		(b	)

(c) Reflects the sale of 2,000,000 Series A Convertible Preferred Stock, (par value $0.0001) per share issued on May 12, 2008 for $1.00 per share.

(d) Reflects the reclassification of the conversion value of the Company’s Class B common stock subject to conversion to additional paid in capital.

(e) Reflects the transaction through the elimination of the Company’s historical retained earnings, including the adjustment noted in (b) above associated with the Company’s transaction costs, and the issuance of 35,000,000 shares of common stock $.0001 par value.

(f) Reflects the adjustment to conform the equity of SouthPeak to that of the combined company after the Acquisition.

SOUTHPEAK INTERACTIVE CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

	For the six months ended			For the six months ended
	December 31, 2007			January 31, 2008			Acquisition
	SouthPeak			The Company			Adjustments					Combined
Net revenues	$	22,545,578		$	-							$	22,545,578
Cost of sales-product costs		7,803,572			-								7,803,572
Cost of sales-software royalties		5,231,043			-								5,231,043
Gross profit		9,510,963			-								9,510,963
Operating Expenses:
General and administrative		2,158,553			271,540			(72,204	)	(g	)		2,357,889
Transaction costs		-			632,200			(632,200	)	(k	)		-
Warehouse and distribution		310,363			-								310,363
Sales and marketing		3,093,859			-								3,093,859
Total operating expenses		5,562,775			903,740			(704,404	)				5,762,111
Income (loss) from operations		3,948,188			(903,740	)		704,404					3,748,852
Other Income (Expense):
Interest Income		-			10,920								10,920
Interest Income on Trust Account		-			489,084			(489,084	)	(h	)		-
Interest expense		(290,310	)		-			-					(290,310	)
Total other income (expense), net		(290,310	)		500,004			(489,084	)				(279,390	)
Net income(loss) before provision for income taxes		3,657,878			(403,736	)		215,320					3,469,462
Provision for income taxes		-			-			1,318,396		(j	)		1,318,396
Net income (loss)	$	3,657,878		$	(403,736	)	$	(1,103,076	)			$	2,151,066
Weighted average number of shares outstanding:
Basic(1)		35,000,000			5,704,698								35,920,100		(i	)
Net income per common share
Basic(1)	$	0.10		$	(0.07	)						$	0.06

(1) The following amounts are being provided on a pro forma basis to present SouthPeak per share information assuming the 35,000,000 shares that SouthPeak members will receive in the Acqusition were outstanding as of the beginning of the historical periods presented. The net income (loss) per share amounts can be derived by dividing the historical net income (loss) per share amounts during the historical periods presented by the 35,000,000 shares assumed outstanding.

See Notes to Unaudited Pro Forma Condensed Combined Statement of Operations

SOUTHPEAK INTERACTIVE CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

	For year ended			For year ended
	June 30, 2007			July 31, 2007			Acquisition
	SouthPeak			The Company			Adjustments					Combined
Net revenues	$	12,544,046		$	-							$	12,544,046
Cost of sales-product costs		6,451,566			-								6,451,566
Cost of sales-software royalties		1,864,277			-								1,864,277
Gross profit		4,228,203			-								4,228,203
Operating Expenses:
General and administrative		2,276,818			513,997			(144,408	)	(g	)		2,646,407
Warehouse and distribution		502,132			-								502,132
Sales and marketing		2,128,025			-								2,128,025
Total operating expenses		4,906,975			513,997			(144,408	)				5,276,564
Loss from operations		(678,772	)		(513,997	)		144,408					(1,048,361	)
Other Income (Expense):
Interest income		-			33,839								33,839
Interest income on Trust Account		-			980,953			(980,953	)	(h	)		-
Interest expense		(187,440	)		-								(187,440	)
Total other income (expense), net		(187,440	)		1,014,792			(980,953	)				(153,601	)
Net income (loss)	$	(866,212	)	$	500,795		$	(836,545	)			$	(1,201,962	)
Weighted average number of shares outstanding:
Basic(1)		35,000,000			5,704,698								35,920,100		(i	)
Net (loss) income per common share
Basic	$	(0.02	)	$	0.09							$	(0.03	)

(1) The following amounts are being provided on a pro forma basis to present SouthPeak per share information assuming the 35,000,000 shares that SouthPeak members will receive in the Acquisition were outstanding as of the beginning of the historical periods presented. The net income (loss) per share amounts can be derived by dividing the historical net income (loss) per share amounts during the historical periods presented by the 35,000,000 shares assumed outstanding.

See Notes to Unaudited Pro Forma Condensed Combined Statement of Operations

SOUTHPEAK INTERACTIVE CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENTS OF OPERATIONS

The unaudited pro forma condensed combined statement of operations for the July 31, 2007 period being presented combines the audited consolidated statement of operations of SouthPeak for the year ended June 30, 2007 and the audited consolidated statement of operations of the Company for the year ended July 31, 2007 assuming that the Acquisition occurred at the beginning of the period presented. The Company derived the pro forma information of SouthPeak for the year ended June 30, 2007 from the audited consolidated financial statements of SouthPeak for the year ended June 30, 2007 included in the Definitive Proxy Statement (No. 000-51869) and incorporated herein by reference. The audited consolidated statement of operations of the Company for the year ended July 31, 2007 is derived from the audited year ended July 31, 2007 financial statements included in the Definitive Proxy Statement (No. 000-51869) and incorporated herein by reference.

The unaudited pro forma condensed combined statement of operations for the period being presented combines the unaudited statement of operations of SouthPeak for the six months ended December 31, 2007 and the unaudited condensed consolidated statement of operations of the Company for the six months ended January 31, 2008 assuming that the Acquisition occurred at the beginning of the period presented. The Company derived the pro forma information of SouthPeak from the unaudited condensed consolidated financial statements of SouthPeak for the six months ended December 31, 2007 included in the Definitive Proxy Statement (No. 000-51869) and incorporated herein by reference. The unaudited condensed statement of operations information of the Company for the six months ended January 31, 2008 is derived from the six months unaudited financial statements included in the Definitive Proxy Statement (No. 000-51869) and incorporated herein by reference.

Certain reclassifications have been made to conform GSPAC’s and SouthPeak’s historical amounts.

Pro forma adjustments are necessary to record the accounting upon consummation of the reverse acquisition. No pro forma adjustments were required to conform SouthPeak’s accounting policies to the Company’s accounting policies. Descriptions of the adjustments included in the unaudited pro forma condensed combined statements of operations are as follows:

(g) Reflects adjustments to salary compensation expense from change of historical amounts for officers of SouthPeak as a result of employment agreements to be entered into with certain officers upon consummation of the Acquisition which provide for base salary for the officers. The adjustment does not account for any bonus or other forms of compensation.

(h) Reflects the elimination of the Company’s interest income on the trust account due to the distribution to all holders of its Class B common stock in proportion to their respective equity interest in the Class B common stock. The Company paid the former holders of its Class B common stock $5.36 for each cancelled share.

(i) Reflects 920,100 shares of the Company’s common stock outstanding before the Acquisition plus the 35,000,000 shares of common stock issued to the members of SouthPeak in the Acquisition. This also reflects the cancellation of the Class B shares on April 25, 2008.

(j) The Company’s tax rate is 38% which approximates the combined federal and state statutory rate. SouthPeak is incorporated in Virginia and accordingly is subject to state taxes. Prior to the Acquisition there was no federal income tax as the Company’s income was earned from money earned in tax exempt investments. There is no income tax provision for the Company’s unaudited pro forma condensed combined statement of operations for the year ended July 31, 2007 as the Company would still have a loss and therefore would not be subject to income tax.

(k) Reflects the adjustment to remove transaction costs incurred by the Company through January 31, 2008. Such costs have been recorded in the Company’s historical statement of operations; however have been removed in this adjustment as they are non-recurring in the ordinary course of the business operations. In addition to the $632,000 the Company expects to incur an additional $377,800 of costs for a total of $1,010,000. See footnote (b) above.

Exhibits

Exhibit Number	Description
2.1	Membership Interest Purchase Agreement, dated as of May 12, 2008, among the Registrant, SouthPeak Interactive, LLC, and the members of SouthPeak Interactive, L.L.C.
3.1	Amended and Restated Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware on May 12, 2008
3.2	Amended and Restated Bylaws, dated as of May 12, 2008
3.3	Certificate of the Designations, Powers, Preferences and Rights of the Series A Convertible Preferred Stock (par value $.0001 per share), filed with the Secretary of State of the State of Delaware on May 12, 2008
10.1	Registrant’s 2008 Equity Incentive Compensation Plan
10.2	Employment Agreement, dated as of May 12, 2008 between the Registrant and Terry M. Phillips
10.3	Employment Agreement, dated as of May 12, 2008 between the Registrant and Melanie Mroz
10.4	Purchase Agreement, dated as of May 12, 2008 among the Registrant, SouthPeak Interactive, L.L.C., and the investors set forth therein
10.5	Registration Rights Agreement, dated as of May 12, 2008 among the Registrant and the investors set forth therein
10.6	Form of Lock-Up Agreement, dated as of May 12, 2008
10.7	Loan Agreement between SouthPeak Interactive, L.L.C., SouthPeak Interactive Limited and SunTrust Bank, as amended, dated December 16, 2005.
10.8	Sales Representative Agreement between SouthPeak Interactive, L.L.C. and Phillips Sales, Inc. dated July 21, 2006.
10.9	Sales Representative Agreement between SouthPeak Interactive, L.L.C. and West Coast Sales, Inc. dated July 21, 2006.
10.10	Secured Term Note made by SouthPeak Interactive, L.L.C. to FI Investment Group, LLC, dated February 27, 2008.
10.11	Description of material terms of Consulting Agreement between Phillips Sales, Inc. and SouthPeak Interactive, L.L.C.
10.12	Description of material terms of Consulting Agreement between Kathleen Morgan and SouthPeak Interactive, L.L.C
10.13	Description of material terms of advances made by West Coast Sales to SouthPeak Interactive, L.L.C.
10.14	Description of material terms of advances made by Eastern Sales, LLC to SouthPeak Interactive, L.L.C.
10.15	Description of material terms of advances made by Capital Distributing, LLC to SouthPeak Interactive, L.L.C.
10.16	Description of material terms of advances made by Phillip Sales, Inc. to SouthPeak Interactive, L.L.C.
10.17	Description of material terms of advances made by Terry Phillips to SouthPeak Interactive, L.L.C.
99.1	Press Release, issued by the Registrant on May 14, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2008

SouthPeak Interactive Corporation
By:	/s/ Terry M. Phillips
	Terry M. Phillips, Chairman

EXHIBIT INDEX

Exhibit Number	Description
2.1	Membership Interest Purchase Agreement, dated as of May 12, 2008, among the Registrant, SouthPeak Interactive, LLC, and the members of SouthPeak Interactive, L.L.C.
3.1	Amended and Restated Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware on May 12, 2008
3.2	Amended and Restated Bylaws, dated as of May 12, 2008
3.3	Certificate of the Designations, Powers, Preferences and Rights of the Series A Convertible Preferred Stock (par value $.0001 per share), filed with the Secretary of State of the State of Delaware on May 12, 2008
10.1	Registrant’s 2008 Equity Incentive Compensation Plan
10.2	Employment Agreement, dated as of May 12, 2008 between the Registrant and Terry M. Phillips
10.3	Employment Agreement, dated as of May 12, 2008 between the Registrant and Melanie Mroz
10.4	Purchase Agreement, dated as of May 12, 2008 among the Registrant, SouthPeak Interactive, L.L.C., and the investors set forth therein
10.5	Registration Rights Agreement, dated as of May 12, 2008 among the Registrant and the investors set forth therein
10.6	Form of Lock-Up Agreement, dated as of May 12, 2008
10.7	Loan Agreement between SouthPeak Interactive, L.L.C., SouthPeak Interactive Limited and SunTrust Bank, as amended, dated December 16, 2005.
10.8	Sales Representative Agreement between SouthPeak Interactive, L.L.C. and Phillips Sales, Inc. dated July 21, 2006.
10.9	Sales Representative Agreement between SouthPeak Interactive, L.L.C. and West Coast Sales, Inc. dated July 21, 2006.
10.10	Secured Term Note made by SouthPeak Interactive, L.L.C. to FI Investment Group, LLC, dated February 27, 2008.
10.11	Description of material terms of Consulting Agreement between Phillips Sales, Inc. and SouthPeak Interactive, L.L.C.
10.12	Description of material terms of Consulting Agreement between Kathleen Morgan and SouthPeak Interactive, L.L.C
10.13	Description of material terms of advances made by West Coast Sales to SouthPeak Interactive, L.L.C.
10.14	Description of material terms of advances made by Eastern Sales, LLC to SouthPeak Interactive, L.L.C.
10.15	Description of material terms of advances made by Capital Distributing, LLC to SouthPeak Interactive, L.L.C.
10.16	Description of material terms of advances made by Phillip Sales, Inc. to SouthPeak Interactive, L.L.C.
10.17	Description of material terms of advances made by Terry Phillips to SouthPeak Interactive, L.L.C.
99.1	Press Release, issued by the Registrant on May 14, 2008

EX-2.1

Exhibit 2.1

MEMBERSHIP INTERESTS PURCHASE AGREEMENT

by and among

GLOBAL SERVICES PARTNERS ACQUISITION CORP.,

SOUTHPEAK INTERACTIVE, LLC

and

THE MEMBERS OF SOUTHPEAK INTERACTIVE, LLC

May 12, 2008

TABLE OF CONTENTS

Article I DEFINITIONS and interpretation		1
1.1	Definitions	1
1.2	Other Defined Terms	4
1.3	Interpretation	5
Article II PURCHASE AND SALE OF THE MEMBERSHIP INTERESTS		5
2.1	Purchase of the Membership Interests from the Members	5
2.2	Purchase Price	5
Article III the CLOSING		6
3.1	Closing	6
3.2	Conditions to Obligations of the Buyer	6
3.3	Conditions to Obligations of the Company and the Members	7
Article IV REPRESENTATIONS AND WARRANTIES OF THE MEMBERS AND THE COMPANY		9
4.1	Organization and Qualification	9
4.2	Subsidiaries	10
4.3	Capitalization	10
4.4	Authority Relative to this Agreement	10
4.5	No Conflict; Required Filings and Consents.	11
4.6	Compliance	11
4.7	Financial Statements	12
4.8	No Undisclosed Liabilities	13
4.9	Absence of Certain Changes or Events	13
4.10	Litigation.	13
4.11	Employee Benefit Plans	14
4.12	Labor and Employment Matters	14
4.13	Restrictions on Business Activities	14
4.14	Title to Property.	15
4.15	Taxes	15
4.16	Intellectual Property.	16
4.17	Insurance	17
4.18	Governmental Actions/Filings.	17
4.19	Interested Party Transactions.	17
4.20	Manager Approval	18
4.21	Member Approval	18
4.22	Brokers; Third Party Expenses	18
Article V RePRESENTATIONS AND WARRANTIES OF THE BUYER		18
5.1	Organization and Qualification.	18
5.2	Subsidiaries	19
5.3	Capitalization.	19
5.4	Authority Relative to this Agreement	20
5.5	No Conflict; Required Filings and Consents	21
5.6	Compliance	21
5.7	SEC Filings; Financial Statements.	21
5.8	No Undisclosed Liabilities	22

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5.9	Indebtedness	22
5.10	Over-the-Counter Bulletin Board Quotation	22
5.11	Board Approval	22
5.12	Brokers	23
Article VI ADDITIONAL AGREEMENTS		23
6.1	Conduct of Business	23
6.2	Restrictions on Conduct of Business	23
6.3	No Claim Against Trust Account	25
6.4	Access to Information	25
6.5	Confidential Information; Non-Solicitation or Negotiation	25
6.6	Public Disclosure	26
6.7	Consents; Cooperation	27
6.8	Legal Requirements	27
6.9	Blue Sky Laws	27
6.10	Employment Agreements	27
6.11	Indemnification	27
6.12	Registration of Founder Warrants.	28
6.13	Further Assurances	28
Article VII TERMINATION, AMENDMENT AND WAIVER		28
7.1	Termination	28
7.2	Effect of Termination	29
7.3	Expenses and Termination Fees	29
7.4	Amendment	30
7.5	Extension; Waiver	30
Article VIII GENERAL PROVISIONS		30
8.1	Notices	30
8.2	Counterparts	31
8.3	Entire Agreement; Nonassignability; Parties in Interest	31
8.4	Severability	31
8.5	Remedies Cumulative; Specific Performance.	32
8.6	Governing Law	32
8.7	Rules of Construction	32

	EXHIBITS
Exhibit A	Executive Chairman Agreement
Exhibit B	CEO Employment Agreement
	SCHEDULES
Schedule I	Members and Share Distribution
Schedule II	Buyer Continuing Directors

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (the “Agreement”) is made and entered into this 12th day of May, 2008, by and among Global Services Partners Acquisition Corp., a Delaware corporation (“Buyer”), SouthPeak Interactive, LLC, a Virginia limited liability company (the “Company”), and the Members of the Company set forth on Schedule I attached hereto (the “Members”).

WHEREAS, the Members own all of the membership interests of the Company (the “Membership Interests”); and

WHEREAS, the Buyer desires to acquire the Membership Interests, and the Members desire to exchange the Membership Interests for the consideration set forth below, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1Definitions. For purposes of this Agreement, the following terms have the respective meanings set forth below:

“Business Entity” means any corporation, partnership, limited liability company, trust or other domestic or foreign form of business association or organization.

“Buyer Contracts” mean all contracts, agreements, leases, mortgages, indentures, notes, bonds, licenses, permits, franchises, purchase orders, sales orders, and other understandings, commitments and obligations (including without limitation outstanding offers and proposals) of any kind, whether written or oral, to which the Buyer or its Subsidiaries is a party or by or to which any of the properties or assets of the Buyer or its Subsidiaries may be bound, subject or affected (including without limitation notes or other instruments payable to the Buyer or its Subsidiaries).

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Contracts” mean all contracts, agreements, leases, mortgages, indentures, notes, bonds, licenses, permits, franchises, purchase orders, sales orders, and other understandings, commitments and obligations (including without limitation outstanding offers and proposals) of any kind, whether written or oral, to which the Company is a party or by or to which any of the properties or assets of the Company may be bound, subject or affected (including without limitation notes or other instruments payable to the Company).

“Company Intellectual Property” means any Intellectual Property that is owned by, or exclusively licensed to, the Company, including software and software programs developed by or exclusively licensed to the Company (specifically excluding any off the shelf or shrink-wrap software).

“Company Products” means all current versions of products or service offerings of the Company.

“Governmental Entity” means any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign.

“Governmental Action/Filing” means any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, consent or other action of, or any filing, registration or qualification with, any federal, foreign, state, provincial, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

“Intellectual Property” means any or all of the following and all worldwide common law and statutory rights in, arising out of, or associated therewith: (a) patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof (“Patents”); (b) inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data and customer lists, and all documentation relating to any of the foregoing; (c) copyrights, copyrights registrations and applications therefor, and all other rights corresponding thereto throughout the world (“Copyrights”); (iv) software and software programs; (d) domain names, uniform resource locators and other names and locators associated with the Internet (e) industrial designs and any registrations and applications therefor; (f) trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor (collectively, “Trademarks”); (g) all databases and data collections and all rights therein; (h) all moral and economic rights of authors and inventors, however denominated, and (i) any similar or equivalent rights to any of the foregoing (as applicable).

“knowledge” means actual knowledge or awareness as to a specified fact or event of a Person that is an individual or of an officer, director or managerial personnel of a Person that is a corporation or of a Person in a similar capacity of an entity other than a corporation and such knowledge as such persons reasonably should have obtained upon diligent investigation and inquiry into the matter in question.

“Legal Requirements” means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity and all requirements set forth in applicable Company Contracts or Buyer Contracts.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien, restriction or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof, any sale with recourse against the seller or any affiliate of the seller, or any agreement to give any security interest).

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“Material Adverse Effect” means any change, event, violation, inaccuracy, circumstance or effect, individually or when aggregated with other changes, events, violations, inaccuracies, circumstances or effects, that is materially adverse to the business, assets, revenues, financial condition, results of operations or business prospects of an entity; provided, however, that (a) changes in general industry or economic conditions, (b) adverse effects arising from the announcement or consummation of the transactions contemplated hereby, or (c) changes GAAP that apply generally to the industry in which the Company operates.

“Permitted Liens” means (a) liens for current Taxes and other statutory liens and trusts for Taxes not yet due and payable or that are being contested in good faith, (b) liens incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlords’ and mechanics’ liens and other similar liens arising in the ordinary course of business, (c) liens on personal property leased under operating leases, (d) liens, pledges or deposits incurred or made in connection with workmen’s compensation, unemployment insurance and other social security benefits, or securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, progress payments, surety and appeal bonds and other obligations of like nature, in each case incurred in the ordinary course of business, (e) pledges of or liens on manufactured products as security for any drafts or bills of exchange drawn in connection with the importation of such manufactured products in the ordinary course of business, (f) liens under Article 2 of the Uniform Commercial Code that are special property interests in goods identified as goods to which a contract refers, (g) liens under Article 9 of the Uniform Commercial Code that are purchase money security interests, and (h) such imperfections or minor defects of title, easements, rights-of-way and other similar restrictions (if any) as are insubstantial in character, amount or extent, do not materially detract from the value or interfere with the present or proposed use of the properties or assets of the party subject thereto or affected thereby, and do not otherwise adversely affect or impair the business or operations of such party.

“Person” means any individual, corporation, partnership, firm, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, Governmental Entity or other entity.

“Subsidiary” means with respect to any Person, any Business Entity of which a majority of outstanding voting securities or other voting equity interests, or a majority of any other interests having the power to direct or cause the direction of the management and policies of or otherwise exert control over such Business Entity, are owned, directly or indirectly, by such Person.

“SEC” means the Securities and Exchange Commission.

“Tax” or “Taxes” refers to any and all federal, foreign, state, provincial, local and foreign taxes, including, without limitation, gross receipts, income, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, assessments, governmental charges and duties together with all interest, penalties and additions imposed with respect to any such amounts and any obligations under any agreements or arrangements with any other Person with respect to any such amounts and including any liability of a predecessor entity for any such amounts.

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1.2Other Defined Terms. For purposes of this Agreement, the following terms have the respective meanings set forth in the section opposite each such term:

TERM	SECTION
Agreement	Preamble
Alternative Proposal	Section 6.5(b)
Annual Financial Statements	Section 4.7(a)
Approvals	Section 4.1(a)
Blue Sky Laws	Section 4.5(b)
Buyer	Preamble
Buyer SEC Reports	Section 5.7(a)
Buyer Disclosure Schedule	Article V
CEO Employment Agreement	Section 6.1`
Class B Common Stock	Section 5.3(a)
Closing	Section 2.1
Closing Date	Section 3.1
Company	Preamble
Company Disclosure Schedule	Article IV
Convertible Securities	Section 5.3(a)
Copyrights	Section 1.1
Exchange Act	Section 4.5(b)
Executive Chairman Agreement	Section 6.11
Final Date	Section 7.1(b)
FINRA	Section 5.10
GAAP	Section 4.7(a)
Insider	Section 4.17(a)
Material Company Contracts	Section 4.17(a)
Members	Preamble
Membership Interests	Recitals
Merger Co 1	Section 5.2(a)
Merger Co 1 Common Stock	Section 5.3(b)
Merger Co 1 Preferred Stock	Section 5.3(b)
Merger Co 1 Stock	Section 5.3(b)
Merger Co 2	Section 5.2(a)
Merger Co 2 Stock	Section 5.3(c)
Mergers	Section 3.2(e)
Patents	Section 1.1
PDF	Section 3.1
Personal Property	Section 4.14(b)
PIPE Financing	Section 3.3(g)
Plans	Section 4.11(a)
Preferred Stock	Section 5.3(a)
Purchase Price	Section 2.2
Representatives	Section 6.4(a)
Returns	Section 4.15(a)
Securities Act	Section 4.5(b)
Shares	Section 2.2

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Stock Options	Section 5.3(a)
Stub Financial Statements	Section 4.7(b)
Trademarks	Section 1.1
Trust Account	Section 5.12
Warrants	Section 5.3(a)

1.3Interpretation. In this Agreement, unless clear contrary intention appears:

(a)A reference herein to days shall mean calendar days unless otherwise specified, and any day or deadline or end of a time period hereunder which falls on a day other than a business day shall be deemed to refer to the first business day following such day or deadline or end of the time period, as the case may be;

(b)A reference in this Agreement to an article, section, exhibit or schedule shall mean an article or section of, or exhibit or schedule attached to, this Agreement, as the case may be;

(c)The word “including” shall be deemed to be followed by the words “without limitation”; the word “or” is not exclusive and is used in the inclusive sense of “and/or,” and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole;

(d)A reference to document, instrument or agreement shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and

(e)All words used in this Agreement will be construed to be of such gender or number as the circumstances require.

ARTICLE II

PURCHASE AND SALE OF THE MEMBERSHIP INTERESTS

2.1Purchase of the Membership Interests from the Members. Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), the Members shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from the Members, all of the Membership Interests.

2.2Purchase Price. The purchase price (the “Purchase Price”) to be paid by the Buyer for the Membership Interests shall be $35,000,000 which the parties anticipate will be comprised of 35,000,000 shares (the “Shares”) of the Buyer’s common stock, par value $.0001 per share (the “Common Stock”), issued to the Members in accordance with Schedule I of which 1,000,000 shares of such Common Stock has been issued to Terry Phillips as of the date hereof. If the Closing does not occur on or before May 31, 2008, at the option of the Buyer such 1,000,000 shares shall immediately be cancelled with no further action on the part of Terry Phillips.

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ARTICLE III

THE CLOSING

3.1Closing(a). The Closing shall take place at the offices of Greenberg Traurig, LLP, 1750 Tysons Boulevard, Suite 1200, McLean, Virginia 22102 at 10:00 a.m., Eastern Time, on the later of (a) May 6, 2008 or (b) the second business days following the satisfaction or waiver of each of the conditions to Closing set forth in Sections 3.2 and 3.3 (other than the delivery of agreements , certificates or other documents which are to be delivered at the Closing), or at such other date and time as the Buyer and the Members may mutually agree) (the “Closing Date”). The documents to be delivered at the Closing (other than stock certificates evidencing the Shares) may, at the election of the parties, be exchanged by telecopier or electronic transmission in portable document format (“PDF”) upon a written undertaking to provide original executed copies within one business day following the Closing.

3.2Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing, of the following conditions precedent, each of which may be waived in writing in the sole discretion of the Buyer:

(a)Continued Truth of Representations and Warranties of the Company and the Members; Compliance with Obligations.

(i)The Company and the Members shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, which are necessary for the consummation of the transactions contemplated by the Agreement;

(ii)The representations and warranties of the Company and the Members set forth in Article IV shall be true and correct when made on the date hereof and shall be true and correct as of the Closing Date as if made as of the Closing Date, except for representations and warranties made as of a specific date, which shall be true and correct as of such date;

(iii)The Company and the Members shall have performed or complied with all of their respective agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date; and

(iv)No action, suit or proceeding shall be pending or threatened in writing by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (C) affect adversely the right of the Buyer to own, operate or control the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect.

(b)Performance by the Company and the Members. The Company shall have delivered to the Buyer a certificate (without qualification as to knowledge or materiality or otherwise), signed by the Managing Member of the Company, to the effect that each of the conditions specified in Section 3.2(a) have been satisfied.

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(c)Closing Deliveries by the Company and the Members. The Company and the Members shall deliver to the Buyer at the Closing such documents, instruments or certificates as the Buyer may reasonably request, including without limitation:

(i)certificates of the Secretary of the Company attesting to the incumbency of the Company’s officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, and the authenticity and continuing validity of the organizational documents delivered pursuant to Section 4.1;

(ii)the original minute book of the Company to the extent one exists;

(iii)a counterpart of the Executive Chairman Agreement executed by Terry Phillips;

(iv)a counterpart of the CEO Employment Agreement executed by Melanie Mroz;

(v)all consents, permissions, approvals, novations, authorizations or waivers, in form reasonably satisfactory to the Buyer, required to be obtained under this Agreement; and

(vi)a cross receipt executed by the Members for the Shares.

(d)No Material Adverse Changes. There shall not have occurred any Material Adverse Effect on the Company, or any change that has a Material Adverse Effect on the Company.

(e)Merger with Merger Co 1 and Merger Co 2. The Buyer shall have filed a certificate or certificates of merger with the Secretary of State of the State of Delaware to merge with Merger Co 1 and Merger Co 2 so that, as of the Closing, the separate existence of Merger Co 1 and Merger Co 2 shall cease (the “Mergers”). Pursuant to the Mergers, the Buyer shall change its name to SouthPeak Interactive Corporation.

(f)Reasonable Satisfaction of the Buyer. All actions to be taken by the Company and the Members in connection with the consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby shall be in accordance with the terms and provisions of this Agreement, and otherwise shall be reasonably satisfactory in form and substance to the Buyer.

3.3Conditions to Obligations of the Company and the Members. The obligations of the Company and the Members to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions precedent, each of which may be waived in writing in the sole discretion of the Company and the Members:Continued Truth of Representations and Warranties of the Buyer; Compliance with Obligations.

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(i)The Buyer shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, which are necessary for the consummation of the transactions contemplated by the Agreement;

(ii)The representations and warranties of the Buyer set forth in Article V shall be true and correct when made on the date hereof and shall be true and correct as of the Closing Date as if made as of the Closing Date, except for representations and warranties made as of a specific date, which shall be true and correct as of such date;

(iii)The Buyer shall have performed or complied with all of their respective agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date; and

(iv)No action, suit or proceeding shall be pending or threatened in writing by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation.

(v)The Buyer shall be closing a financing contemporaneously with the Closing hereunder in an amount and upon such terms that are acceptable to the Members.

(b)Performance by the Buyer. The Buyer shall have delivered to the Company a certificate (without qualification as to knowledge or materiality or otherwise), signedby an officer of the Buyer, to the effect that each of the conditions specified in Section 3.3(a) have been satisfied.

(c)Closing Deliveries. The Buyer shall deliver to the Members at the Closing such documents, instruments or certificates as the Members may reasonably request, including without limitation:

(i)share certificates evidencing the Shares (less the certificate evidencing the Contingent Shares);

(ii)a resignation, effective as of the Closing, of each officer and director of the Buyer from each such position (except for any director of the Buyer who is named in Schedule II hereto), executed by such person;

(iii)a counterpart of the Executive Chairman Agreement executed by the Buyer; and

(iv)a counterpart of the CEO Employment Agreements executed by the Buyer.

(d)No Material Adverse Changes. There shall not have occurred any Material Adverse Effect on the Buyer, or any change that has a Material Adverse Effect on the Buyer.

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(e)Stock Quotation. The Buyer at Closing shall be quoted on the OTCBB, and there will be no action or proceeding pending or threatened against the Buyer by FINRA to prohibit or terminate the quotation of the Common Stock on the OTCBB.

(f)SEC Compliance. Immediately prior to the Closing, the Buyer shall be in compliance with the reporting requirements under the Exchange Act, and shall have timely filed all Exchange Act reports for the 12 month period preceding the Closing.

(g)Reasonable Satisfaction of the Company and the Members. All actions to be taken by the Buyer in connection with the consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company and the Members.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE MEMBERS AND THE COMPANY

Except as set forth in the disclosure schedule delivered by the Company and the Members concurrently with the execution of this Agreement (the “Company Disclosure Schedule”), which shall identify exceptions by specific section references, each of the Company and the Members severally and jointly represent and warrant to the Buyer, as set forth below in this Article IV.

4.1Organization and Qualification.

(a)The Company is a limited liability company, duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and has the requisite limited liability company power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by the Company to be conducted. The Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by the Company to be conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Complete and correct copies of the articles of organization and operating agreement of the Company, as amended and currently in effect, have been heretofore delivered to Buyer or Buyer’s counsel. The Company is not in violation of any of the provisions of its articles of organization or operating agreement.

(b)The Company is duly qualified or licensed to do business as a foreign limited liability company and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Each jurisdiction in which the Company is so qualified or licensed is listed in Schedule 4.1(b).

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4.2Subsidiaries. Except as set forth on Schedule 4.2, The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Subsidiary.

4.3Capitalization.

(a)The capitalization of the Company consists of the Membership Interests set forth on Schedule 4.3(a). All of the Membership Interests are validly issued, fully paid and nonassessable. All of the Membership Interests are owned by the Members free and clear of any Liens and each Member has all right to sell and transfer their respective Membership Interests as contemplated by this Agreement and upon such sale and transfer, such Membership Interests shall be acquired by the Buyer as contemplated by Section 2.1 of this Agreement free and clear of any Liens.

(b)Except for a convertible note convertible into equity of the Company at the lesser of a $31,600,000 pre-money valuation or the price paid in an equity financing to the Company that occurs before June 30, 2009, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any Membership Interests or similar equity security of the Company or obligating the Company to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

(c)All Membership Interests have been issued in compliance with all applicable securities laws and other applicable laws and regulations.

(d)Except as contemplated by this Agreement, there are no registration rights, and there is no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which the Company is a party or by which the Company is bound with respect to any equity security of any class of the Company.

(e)No Membership Interests are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable agreement with the Company.

4.4Authority Relative to this Agreement.

(a)The Company and each of the Members has all necessary power and authority to execute and deliver this Agreement and to perform its, his or her obligations hereunder and to consummate the transactions contemplated hereby.

(b)The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Company and no other limited liability company proceedings on the part of the Company or the Members are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to the applicable law and the terms and conditions of this Agreement.

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(c)This Agreement has been duly and validly executed and delivered by each of the Members, and assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of each Member, enforceable against each Member in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

4.5No Conflict; Required Filings and Consents.

(a)The execution and delivery of this Agreement by each of the Company and the Members does not, and the performance of this Agreement by such Persons shall not, (i) conflict with or violate the Company’s articles of organization or operating agreement, (ii) conflict with or violate any Legal Requirements, (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company pursuant to, any Company Contracts, or (iv) result in the triggering, acceleration or increase of any payment to any Person pursuant to any Company Contract, including any “change in control” or similar provision of any Company Contract, except, with respect to clauses (ii), (iii) or (iv), for any such conflicts, violations, breaches, defaults, triggerings, accelerations, increases or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on the Company.

(b)The execution and delivery of this Agreement by each of the Company and the Members does not, and the performance of this Agreement by such Persons shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or other third party (including, without limitation, lenders and lessors, except (i) for applicable requirements, if any, of the Securities Act of 1933, amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business, (ii) the consents, approvals, authorizations and permits described in Schedule 4.5(b) hereto, and (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent consummation of the transactions contemplated hereby or otherwise prevent the parties hereto from performing their obligations under this Agreement.

4.6Compliance. The Company has complied with and is not in violation of any Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on the Company. Except as set forth in Schedule 4.6, no written notice of non-compliance with any Legal Requirements has been received by the Company. The Company is not in violation of any term of any Company Contract, except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on the Company.

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4.7Financial Statements.

(a)The Company has provided to the Buyer audited financial statements (including any related notes thereto) for the fiscal years ended June 30, 2007, 2006 and 2005 (the “Annual Financial Statements”). The Annual Financial Statements were prepared in accordance with the published rules and regulations of any applicable Governmental Entity and with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated.

(b)The Company has provided to the Buyer a correct and complete copy of the unaudited financial statements of the Company for the six-month period ended December 31, 2007, (collectively, the “Stub Financial Statements”). The Stub Financial Statements comply as to form in all material respects, and were prepared in accordance, with the published rules and regulations of any applicable Governmental Entity and with GAAP, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), are consistent with the Annual Financial Statements and fairly present in all material respects the financial position of the Company at the date thereof and the results of its operations and cash flows for the period indicated, except that such statements do not contain notes and are subject to normal audit adjustments.

(c)The books of account and other books and records pertaining to the membership interests in the Company have been maintained in accordance with good business practice, are complete and correct in all material respects and there have been no material transactions that are required to be set forth therein and which have not been so set forth.

(d)The accounts and notes receivable of the Company reflected on the balance sheets included in the Annual Financial Statements and the Stub Financial Statements (i) arose from bona fide sales transactions in the ordinary course of business and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) to the Company’s knowledge, are not subject to any valid set-off or counterclaim except to the extent set forth in such balance sheet contained therein, (iv) to the Company’s knowledge, are collectible in the ordinary course of business consistent with past practice in the aggregate recorded amounts thereof, net of any applicable reserve reflected in such balance sheet referenced above, and (v) are not the subject of any actions or proceedings brought by or on behalf of the Company.

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4.8No Undisclosed Liabilities. The Company has no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to financial statements that are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company, except: (a) liabilities provided for in or otherwise disclosed in the interim balance sheet included in the Stub Financial Statements or in the notes to the Annual Financial Statements, and (b) liabilities arising in the ordinary course of the Company’s business since December 31, 2007, none of which would have a Material Adverse Effect on the Company, additional advances against the Company’s line of credit and a $2,000,000 secured loan from FI Investment Group, LLC.

4.9Absence of Certain Changes or Events. Except as set forth in Schedule 4.9 hereto or in the Stub Financial Statements, since December 31, 2007, there has not been: (a) any Material Adverse Effect on the Company, (b) except for approximately $1,000,000 to cover the income tax obligations of the Members resulting from the prior taxable income which the Company has generated, any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Membership Interests, or any purchase, redemption or other acquisition by the Company of any of the Membership Interests or any other equity securities of the Company or any options, warrants, calls or rights to acquire Membership Interests or any other equity securities of the Company, (c) any split, combination or reclassification of any of the Company’s equity securities, (d) any granting by the Company of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company of any increase in severance or termination pay or any entry by the Company into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (e) entry by the Company into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, (f) any material change by the Company in its accounting methods, principles or practices, (g) any change in the auditors of the Company, (h) any revaluation by the Company of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company other than in the ordinary course of business, or (i) any agreement, whether written or oral, to do any of the foregoing.

4.10Litigation.

(a)There are no claims, suits, actions or proceedings pending or, to the knowledge of the Company and the Members, threatened against the Company or any manager or officer thereof before any court, government department, commission, agency, instrumentality or authority, or any arbitrator.

(b)There are no claims, suits, actions or proceedings pending or, to the knowledge of the Company and the Members, threatened against the Company or the Members before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated by this Agreement or which could reasonably be expected, either singularly or in the aggregate with all such claims, actions or proceedings, to have a Material Adverse Effect on the Company or have a Material Adverse Effect on the ability of the parties hereto to consummate the transactions contemplated hereby.

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4.11Employee Benefit Plans.

(a)Schedule 4.11(a) lists all employee compensation, incentive, fringe or benefit plans, programs, policies, commitments or other arrangements (whether or not set forth in a written document) covering any active or former manager, officer, employee or consultant of the Company, or any trade or business (whether or not incorporated) which is under common control with the Company, with respect to which the Company has liability (individually, a “Plan” and, collectively, the “Plans”). All Plans have been maintained and administered in all material respects in compliance with their respective terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Plans, and all liabilities with respect to the Plans have been properly reflected in the financial statements and records of the Company. The Company does not have any plan or commitment to establish any new Plan, to modify any Plan (except to the extent required by law or to conform any such Plan to the requirements of any applicable law, in each case as previously disclosed to the Buyer in writing, or as required by this Agreement), or to enter into any new Plan.

(b)Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Member, manager, officer or employee of the Company under any Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Plan, or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

4.12Labor and Employment Matters. The Company is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company and the Company does not know of any activities or proceedings of any labor union to organize any such employees. Any action, complaint or investigation brought against the Company by the National Labor Relations Board or any other federal, foreign, state, provincial or local government or agency or administrative body since inception of the Company is listed on Schedule 4.12 hereto. There are no claims, suits, actions, or proceedings pending or, to the Knowledge of the Members, threatened in writing between the Company or its Subsidiaries, on the one hand, and any of their respective employees or former employees, on the other hand.

4.13Restrictions on Business Activities. To the knowledge of the Company and the Members, there is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or its assets or to which the Company is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company, any acquisition of property by the Company or the conduct of business by the Company as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

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4.14Title to Property.

(a)The Company does not own any real property or any options or other contracts under which the Company has a right to acquire any interest in real property.

(b)All leases of real property held by the Company, and all personal property and other property and assets of the Company owned, used or held for use in connection with the business of the Company (the “Personal Property”) are shown or reflected on the balance sheet included in the Annual Financial Statements, other than those entered into or acquired on or after July 1, 2007 in the ordinary course of business. The Company has good and marketable title to the Personal Property owned by it, and all such Personal Property is in each case held free and clear of all Liens, except for Permitted Liens or Liens disclosed in the Annual Financial Statements, none of which liens or encumbrances has or will have, individually or in the aggregate, a Material Adverse Effect on such property or on the present or contemplated use of such property in the businesses of the Company.

4.15Taxes. Except as set forth in Schedule 4.15 hereto:

(a)The Company has timely filed all federal, state, local and foreign returns, estimates, information statements and reports relating to Taxes (“Returns”) required to be filed by the with any Tax authority prior to the date hereof, except such Returns which are not material to the Company. All such Returns are true, correct and complete in all material respects. The Company has paid all Taxes shown to be due and payable on such Returns.

(b)All Taxes that the Company is required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper governmental authorities to the extent due and payable.

(c)The Company has not been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against the Company, nor has the Company executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

(d)To the knowledge of the Company and the Members, no audit or other examination of any Return of the Company by any Tax authority is presently in progress, nor has the Company been notified of any request for such an audit or other examination.

(e)No adjustment relating to any Returns filed by the Company has been proposed in writing, formally or informally, by any Tax authority to the Company or any representative thereof.

(f)The Company has no liability for any material unpaid Taxes which have not been accrued for or reserved on the Company’s balance sheets included in the Annual Financial Statements or the Stub Financial Statements, whether asserted or unasserted, contingent or otherwise, which is material to the Company, other than any liability for unpaid Taxes that may have accrued since the end of the most recent fiscal year in connection with the operation of the business of the Company in the ordinary course of business, none of which is material to the business, results of operations or financial condition of the Company.

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4.16Intellectual Property.

(a)No Company Intellectual Property or Company Product is subject to any material proceeding or outstanding decree, order, judgment, contract, license or stipulation restricting in any manner the use, transfer or licensing thereof by the Company, or which may affect the validity, use or enforceability of such Company Intellectual Property or Company Product, which in any such case could reasonably be expected to have a Material Adverse Effect on the Company.

(b)The Company owns or has enforceable rights to use all material Intellectual Property required for the conduct of its business as presently conducted or to be conducted. Except as disclosed in Schedule 4.16(b) hereto, the Company owns and has good and exclusive title to each material item of Company Intellectual Property owned by it free and clear of any Liens (excluding non-exclusive licenses and related restrictions granted by it in the ordinary course of business); and the Company is the exclusive owner of all material Trademarks and Copyrights used in connection with the operation or conduct of the business of the Company including the sale of any products or the provision of any services by the Company.

(c)To the Company’ knowledge, the operation of the business of the Company as such business currently is conducted, including the Company’s use of any product, device or process, has not and does not infringe or misappropriate the Intellectual Property of any third party or constitute unfair competition or trade practices under the laws of any jurisdiction and the Company has not received any claims or threats from third parties alleging any such infringement, misappropriation or unfair competition or trade practices. Except as disclosed in Schedule 4.16(d), or as otherwise set forth in any electronic game development agreements, the Company is the sole and exclusive owner of all right, title and interest in and to all of the Intellectual Property, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intellectual Property of others; (b) no royalties, honorariums or fees are payable by it to any person by reason of the ownership or use of any of the Intellectual Property; (c) there have been no claims made against the Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intellectual Property and no grounds for any such claims exist; (d) the Company has not made any claim of any violation or infringement by others of any of its Intellectual Property or interests therein and, no grounds for any such claims exist; (e) the Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intellectual Property, and neither the use of the Intellectual Property nor the operation of its business is infringing or has infringed upon any intellectual property rights of others; (f) the Intellectual Property is sufficient and includes all intellectual property rights necessary for the Company to lawfully conduct its business as presently being conducted; (g) no interest in the Company’s Intellectual Property has been assigned, transferred, licensed or sublicensed by any Company to any person; (h) to the extent that any item constituting part of the Intellectual Property has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 4.16 and were duly made and remain in full force and effect; (i)  there has not been any act or failure to act by the Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intellectual Property or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intellectual Property; (j) to the extent any of the Intellectual Property constitutes proprietary or confidential information, the Company has adequately safeguarded such information from disclosure; and (k) the Company’s current Intellectual Property will remain in full force and effect following the Closing without alteration or impairment.

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4.17Insurance. The insurance policies which the Company maintains are, to the Company’s knowledge, adequate in amount and scope for the Company’s business and operations, including any insurance required to be maintained by Company Contracts.

4.18Governmental Actions/Filings.

(a)The Company has been granted and holds, and has made, all Governmental Actions/Filings necessary to the conduct by the Company of its business or used or held for use by the Company, and true, complete and correct copies of which have heretofore been delivered to the Buyer. Each such Governmental Action/Filing is in full force and effect, and the Company is in compliance with all of its obligations with respect thereto.

(b)Except as set forth in Schedule 4.18(b), no Governmental Action/Filing is necessary to be obtained, secured or made by the Company to enable it to continue to conduct its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice.

4.19Interested Party Transactions.

(a)Except as set forth in the Schedule 4.19 hereto, no Member, employee, officer or manager of the Company or a member of his or her immediate family:

(i)is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of such Persons, other than (A) for payment of salary for services rendered, (B) reimbursement for reasonable expenses incurred on behalf of the Company, and (C) for other employee benefits made generally available to all employees.

(ii)to the knowledge of the Company and the Members, has any direct or indirect ownership interest in any Person with whom the Company is affiliated or with whom the Company has a contractual relationship, or in any Person that competes with the Company, except that each Member, employee, officer or manager of the Company and members of their respective immediate families may own less than 5% of the outstanding stock in publicly traded companies that may compete with the Company.

(b)is directly, or to the knowledge of the Company and the Members, indirectly interested in any Material Company Contract with the Company (other than such contracts as relate to any such Person’s ownership of capital stock or other securities of the Company or such Person’s employment with the Company).

(c)The Company is not a guarantor to the debt or other obligations of any of its Members, employees, officers, managers or affiliates (“Company Guarantees”).

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4.20Manager Approval. The managers of the Company have, as of the date of this Agreement, duly approved this Agreement and the transactions contemplated hereby.

4.21Member Approval. The Membership Interests owned by the Members constitute, in the aggregate, all of the outstanding equity interest in the Company, and therefore represent the requisite approval necessary for the adoption of this Agreement and the approval of the transactions contemplated hereby by the Members of the Company in accordance with the Company’s articles of organization and operating agreement and applicable law.

4.22Brokers; Third Party Expenses. Except as to HCFP/Brenner Securities LLC which is to be compensated for advisory and fund raising services, neither the Company nor any Member has incurred, or will it incur, directly or indirectly, any liability for brokerage, finders’ fees, agent’s commissions or any similar charges in connection with this Agreement or any transactions contemplated hereby. No Membership Interests or other equity securities, options, warrants or other securities of any of the Company or the Buyer are payable by the Company or any Member to any third party by the Company as a result of the transactions contemplated hereby.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE BUYER

Except as set forth in the disclosure schedule delivered by the Buyer concurrently with the execution of this Agreement (the “Buyer Disclosure Schedule”), which shall identify exceptions by specific section references, the Buyer represents and warrants to the Company and the Members as set forth below in this Article V.

5.1Organization and Qualification.

(a)The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by the Buyer to be conducted. The Buyer is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by the Buyer to be conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Buyer. Complete and correct copies of the certificate of incorporation and bylaws of the Buyer, as amended and currently in effect, have been heretofore delivered to the Company. The Buyer is not in violation of any of the provisions of the Buyer’s certificate of incorporation and bylaws.

(b)The Buyer is duly qualified or licensed to do business as a foreign corporation and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Buyer.

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5.2Subsidiaries.

(a)Except for SouthPeak Interactive Corporation, a Delaware corporation and wholly-owned Subsidiary of the Buyer (“Merger Co 1”), and GSPAC Merger Company, a Delaware corporation and wholly-owned Subsidiary of Merger Co 1 (“Merger Co 2”), the Buyer has no Subsidiaries and does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and the Buyer has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

(b)Merger Co 1 and Merger Co 2 are corporations duly incorporated, validly existing and in good standing under the laws of the State of Delaware and have the requisite power and authority to own, lease and operate their assets and properties and to carry on their business as it is now being or currently planned by the Buyer to be conducted. Complete and correct copies of the certificates of incorporation and bylaws of Merger Co 1 and Merger Co 2, as amended and currently in effect, have been heretofore delivered to the Company. Neither Merger Co 1 nor Merger Co 2 are in violation of any of the provisions of their certificates of incorporation or bylaws.

(c)Merger Co 1 and Merger Co 2 do not have any assets or properties of any kind, do not now conduct and have never conducted any business, and have and will have at the Closing no obligations or liabilities of any nature whatsoever except such obligations and liabilities as are imposed under this Agreement.

5.3Capitalization.

(a)As of the date of this Agreement, the authorized capital stock of the Buyer consists of 24,000,000 shares of Common Stock, 7,000,000 shares of Class B common stock, par value $.0001 per share (“Class B Common Stock”)and 5,000 shares of preferred stock, par value $.0001 per share (“Preferred Stock”), of which 1,920,100 shares of Common Stock, no shares of Class B Common Stock and no shares of Preferred Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. Except as set forth in Schedule 5.3(a), (i) no shares of Common Stock, Class B Common Stock or Preferred Stock are reserved for issuance upon the exercise of outstanding options to purchase Common Stock, Class B Common Stock or Preferred Stock granted to employees of Buyer or other parties (“Stock Options”) and there are no outstanding Stock Options; (ii) no shares of Common Stock, Class B Common Stock or Preferred Stock are reserved for issuance upon the exercise of outstanding warrants to purchase Common Stock, Class B Common Stock or Preferred Stock (“Warrants”) and there are no outstanding Warrants; and (iii) no shares of Common Stock, Class B Common Stock or Preferred Stock are reserved for issuance upon the conversion of the Preferred Stock or any outstanding convertible notes, debentures or securities (“Convertible Securities”). All shares of Common Stock, Class B Common Stock or Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Common Stock and all outstanding Warrants have been issued and granted in compliance with (x) all applicable securities laws and (in all material respects) other applicable laws and regulations, and (y) all requirements set forth in any applicable Buyer Contracts.

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(b)As of the date of this Agreement, the authorized capital stock of Merger Co 1 consists of 31,000,000 shares of common stock, par value $.0001 per share (“Merger Co 1 Common Stock”), and 5,000 shares of preferred stock, par value $.0001 per share (“Merger Co 1 Preferred Stock,” and together with Merger Co 1 Common Stock, “Merger Co 1 Stock”), of which one share of Merger Co 1 Common Stock and no shares of Merger Co 1 Preferred Stock are issued and outstanding, which share is validly issued, fully paid and nonassessable. There are no outstanding options to purchase shares of Merger Co 1 Stock and no shares of Merger Co 1 Stock are reserved for issuance upon the exercise of outstanding options. There are no outstanding warrants to purchase shares of Merger Co 1 Stock and no shares of Merger Co 1 Stock are reserved for issuance upon the exercise of outstanding warrants.

(c)As of the date of this Agreement, the authorized capital stock of Merger Co 2 consists of 1,000 shares of common stock, par value $.0001 per share (“Merger Co 2 Stock”), of which one share of Merger Co 2 Stock is issued and outstanding, which share is validly issued, fully paid and nonassessable. There are no outstanding options to purchase shares of Merger Co 2 Stock and no shares of Merger Co 2 Stock are reserved for issuance upon the exercise of outstanding options. There are no outstanding warrants to purchase shares of Merger Co 2 Stock and no shares of Merger Co 2 Stock are reserved for issuance upon the exercise of outstanding warrants.

(d)The shares of Common Stock to be issued by the Buyer at the Closing in accordance with the terms of this Agreement, will be duly authorized and validly issued and such shares of Common Stock will be fully paid and nonassessable.

(e)Except as contemplated by this Agreement or as expressly set forth in the Buyer SEC Reports, there are no registrations rights, and there is no voting trust, proxy, rights plan, antitakeover plan or other agreements or understandings to which the Buyer is a party or by which Buyer is bound with respect to any equity security of any class of Buyer.

(f)Except as provided for in this Agreement, as a result of the consummation of the transactions contemplated hereby, no shares of capital stock, warrants, options or other securities of the Buyer are issuable and no rights in connection with any shares, warrants, options or other securities of the Buyer accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

5.4Authority Relative to this Agreement. The Buyer has full corporate power and authority to: (a) execute, deliver and perform this Agreement, and each ancillary document that the Buyer has executed or delivered or is to execute or deliver pursuant to this Agreement, and (b) carry out the Buyer’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer (including the approval by its boards of directors), and no other corporate proceedings on the part of the Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the stockholders of the Buyer of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of the Buyer, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

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5.5No Conflict; Required Filings and Consents.

(a)The execution and delivery of this Agreement by the Buyer do not, and the performance of this Agreement by the Buyer shall not: (i) conflict with or violate the Buyer’s certificate or incorporation or bylaws, (ii) conflict with or violate any Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Buyer’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Buyer pursuant to, any Buyer Contracts, except, with respect to clauses (ii) or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on the Buyer.

(b)The execution and delivery of this Agreement by the Buyer do not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which the Buyer is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Buyer, or prevent consummation of the transaction contemplated hereby or otherwise prevent the parties hereto from performing their obligations under this Agreement.

5.6Compliance. The Buyer has complied with, and is not in violation of, any Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on the Buyer. The business and activities of the Buyer have not been and are not being conducted in violation of any Legal Requirements. The Buyer is not in default or violation of any term, condition or provision of its certificate of incorporation or bylaws. No written notice of non-compliance with any Legal Requirements has been received by the Buyer.

5.7SEC Filings; Financial Statements.

(a)The Buyer has made available to the Members a correct and complete copy of each report and registration statement filed by the Buyer with the SEC (the “Buyer SEC Reports”), which are all the forms, reports and documents required to be filed by the Buyer with the SEC prior to the date of this Agreement. All Buyer SEC Reports required to be filed by the Buyer in the 12 month period prior to the date of this Agreement were filed in a timely manner. As of their respective dates the Buyer SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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(b)Except as set forth in Schedule 5.7(b), each set of financial statements (including, in each case, any related notes thereto) contained in Buyer SEC Reports, including each Buyer SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents or will fairly present in all material respects the financial position of the Buyer at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on the Buyer taken as a whole.

5.8No Undisclosed Liabilities. The Buyer has no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the financial statements included in Buyer SEC Reports that are, individually or in the aggregate, material to the business, results of operations or financial condition of the Buyer, except (a) liabilities provided for in or otherwise disclosed in Buyer SEC Reports filed prior to the date hereof, (b)  liabilities resulting from the failure of the Buyer’s stockholders to approve the business combination as described in the Company’s definitive proxy statement dated April 11, 2008, including the return of the trust fund assets due the former holders of the Company’s Class B common stock and (c) amounts set forth on Schedule 5.8.

5.9Indebtedness. The Buyer has no indebtedness for borrowed money.

5.10Over-the-Counter Bulletin Board Quotation. The Common Stock and warrants to purchase the Common Stock are quoted on the OTCBB. There is no action or proceeding pending or, to the Buyer’s knowledge, threatened against the Buyer by Nasdaq or Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to any intention by such entity to prohibit or terminate the quotation of such securities thereon.

5.11Board Approval. The board of directors of the Buyer (including any required committee or subgroup of the board of directors of the Buyer) has, as of the date of this Agreement, unanimously (a) declared the advisability of the transactions contemplated hereby and (b) determined that the transactions contemplated hereby are in the best interests of the stockholders of the Buyer.

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5.12Brokers. The Buyer has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agent’s commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, each of the Buyer and the Company agrees (except to the extent expressly contemplated by this Agreement or as consented to in writing by the other party), to carry on its business in the ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, use its reasonable best efforts consistent with past practice to keep available the services of its officers and key employees and use its reasonable best efforts consistent with past practice to preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it. Each of the Buyer and the Company agrees to promptly notify the other of any material event or occurrence not in the ordinary course of its business and of any event that would have a Material Adverse Effect on the Buyer or the Company.

6.2Restrictions on Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as expressly contemplated by this Agreement, neither the Buyer nor the Company shall do, cause or permit any of the following, without the prior written consent of the other:

(a)Charter Documents. Cause or permit any amendments to its certificate of incorporation, articles of organization, bylaws, operating agreement or other equivalent organizational documents;

(b)Dividends; Changes in Capital Stock. Except for payment on behalf of the Buyer of amounts owed to the former holders of the Class B Common Stock from the Trust Account, declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

(c)Material Contracts. Other than in the case of the Company in the ordinary course of business, enter into any new material contract, or violate, amend or otherwise modify or waive any of the terms of any existing material contract or Material Company Contract, other than upon prior consultation with, and prior written consent (which shall not be unreasonably withheld) of the other parties to this Agreement.

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(d)Issuance of Securities. Except as contemplated hereby, issue, deliver or sell or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any equity securities or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such equity securities or other convertible securities;

(e)Intellectual Property. Transfer or license to any person or entity any rights to any Intellectual Property other than the license of non-exclusive rights to Intellectual Property in the ordinary course of business consistent with past practice;

(f)Dispositions. Sell, lease, license or otherwise dispose of or encumber any of its properties or assets which are material, individually or in the aggregate, to its business, except in the ordinary course of business consistent with past practice;

(g)Indebtedness. Except in its ordinary course of business, incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities;

(h)Payment of Obligations. Pay, discharge or satisfy in an amount in excess of $1,000 any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising, other than as to the Company, in the ordinary course of business;

(i)Capital Expenditures. Make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice that do not exceed $100,000 individually or in the aggregate;

(j)Acquisitions. Except as contemplated by this Agreement, acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire any assets which are material, individually or in the aggregate, to its business, or acquire any equity securities of any corporation, partnership, association or business organization;

(k)Taxes. In the case of the Company, make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any Tax Return or any amendment to a Tax Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;

(l)Accounting Policies and Procedures. Make any change to its financial accounting methods, principles, policies, procedures or practices, except as may be required by GAAP, Regulation S-X promulgated by the SEC or applicable statutory accounting principles;

(m)Other. Take or agree in writing or otherwise to take, any of the actions described in Sections 6.2(a) through (l) above, or any action which would make any of its representations or warranties contained in this Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants hereunder.

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6.3No Claim Against Trust Account. The Company and the Members hereby waive all rights against the Buyer to collect from the Trust Account any moneys that may be owed to the Company or the Members by the Buyer for any reason whatsoever, including but not limited to a breach of this Agreement by the Buyer or any negotiations, agreements or understandings with the Buyer, and will not seek recourse against the Trust Account for any reason whatsoever.

6.4Access to Information.

(a)Except as prohibited by applicable law, each of the Buyer and the Company shall afford the other and its accountants, counsel and other representatives (the “Representatives”), reasonable access during normal business hours during the period prior to the Closing to (i) all of such party’s properties, books, contracts, commitments and records, and (ii) all other information concerning the business, properties and personnel of such party as the other party may reasonably request. Each of the Buyer and the Company agrees to provide to the other and its accountants, counsel and other representatives copies of internal financial statements promptly upon request.

(b)Subject to compliance with applicable law, from the date hereof until the Closing, each of the Buyer and the Company shall confer on a regular and frequent basis with one or more representatives of the other party to report operational matters of materiality and the general status of ongoing operations.

(c)No information or knowledge obtained in any investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated hereby.

(d)Each of the Buyer and the Company shall provide the other and its Representatives reasonable access, during normal business hours during the period prior to the Closing, to all of such party’s Tax Returns and other records and workpapers relating to Taxes, and shall also provide the following information upon the request of the other party: (i) a schedule of the types of Tax Returns filed by the Buyer or Company, as applicable, in each taxing jurisdiction, (ii) a schedule of the year of the commencement of the filing of each such type of Tax Return, (iii) a schedule of all closed years with respect to each such type of Tax Return filed in each jurisdiction, (iv) a schedule of all Tax elections filed in each jurisdiction by the Buyer or Company, as applicable, and (v) receipts for any Taxes paid to foreign Tax authorities.

6.5Confidential Information; Non-Solicitation or Negotiation.

(a)Confidential Information. Except in connection with any dispute between the parties and subject to any obligation to comply with (i) any applicable law, (ii) any rule or regulation of any Governmental Entity or securities exchange, or (iii) any subpoena or other legal process to make information available to the persons entitled thereto, whether or not the transactions contemplated herein shall be concluded, all information obtained by any party about any other, and all of the terms and conditions of this Agreement, shall be kept in confidence by each party, and each party shall cause its Members, stockholders, directors, officers, managers, employees, agents and attorneys to hold such information confidential. Such confidentiality shall be maintained to the same degree as such party maintains its own confidential information and shall be maintained until such time, if any, as any such data or information either is, or becomes, published or a matter of public knowledge; provided, however, that the foregoing shall not apply to any information obtained by a party through its own independent investigations of the other party or received by a party from a source not known by such party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the other party, nor to any information obtained by a party which is generally known to others engaged in the trade or business of such party. In the event a party to this Agreement becomes legally compelled to disclose any such information, it shall promptly provide the others with written notice of such requirement so that the other parties to this Agreement may seek a protective order or other remedy. If this Agreement shall be terminated for any reason, the parties shall return or cause to be returned to the others all written data, information, files, records and copies of documents, worksheets and other materials obtained by such parties in connection with this Agreement.

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(b)No Solicitation or Negotiation. Unless and until this Agreement is terminated or consummated, none of the Company, the Members or the Buyer shall, and the Buyer shall ensure that Merger Co 1 and Merger Co 2 shall not, suffer or permit their respective directors, officers, stockholders, employees, representatives, agents, investment bankers, advisors, accountants or attorneys, to initiate or solicit, directly or indirectly, any inquiries or the making of any offer or proposal that constitutes or would be reasonably expected to lead to a proposal or offer (other than as expressly contemplated by this Agreement) for a stock purchase, asset acquisition, merger, consolidation or other business combination involving any of the Company, the Buyer, Merger Co 1 or Merger Co 2 or any proposal to acquire in any manner a direct or indirect substantial equity interest in, or all or any substantial part of the assets of, Company, the Buyer, Merger Co 1 or Merger Co 2 (an “Alternative Proposal”) from any person and/or entity, or engage in negotiations or discussions relating thereto or accept any Alternative Proposal, or make or authorize any statement, recommendation or solicitation in support of any Alternative Proposal. The Company and the Members on the one hand, and the Buyer on the other hand, shall notify the other orally and in writing of the receipt of any such inquiries, offers or proposals (including the terms and conditions of any such offer or proposal, the identity of the person and/or entity making it and a copy of any written Alternative Proposal), as promptly as practicable and in any event within 48 hours after the receipt thereof, and shall keep the other parties informed of the status and details of any such inquiry, offer or proposal. The Company, Members and the Buyer shall immediately terminate any existing solicitation, activity, discussion or negotiation with any person and/or entity hereafter conducted by them or by any officer, employee, director, stockholder or other representative thereof with respect to the foregoing.

6.6Public Disclosure. Unless otherwise permitted by this Agreement, the Buyer and Company shall consult with each other before issuing any press release or otherwise making any public statement or making any other public (or non-confidential) disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement and the transactions contemplated hereby, and neither shall issue any such press release or make any such statement or disclosure without the prior approval of the other (which approval shall not be unreasonably withheld), except as may be required by law, in which case the party proposing to issue such press release or make such public statement or disclosure shall use its commercially reasonable efforts to consult with the other party before issuing such press release or making such public statement or disclosure.

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6.7Consents; Cooperation.

(a)The Buyer shall promptly apply for or otherwise seek, and use its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the transactions contemplated hereby.

(b)Each of the Buyer and the Members shall promptly apply for or otherwise seek, and use its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the transactions contemplated hereby. The Company shall use its reasonable best efforts to obtain all necessary consents, waivers and approvals under any of its Material Company Contracts in connection with the transactions contemplated hereby.

(c)Notwithstanding anything to the contrary in Section 6.7(b), the Company shall not be required to divest any of its businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a Material Adverse Effect on the Company.

6.8Legal Requirements. Each of the parties hereto shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by this Agreement.

6.9Blue Sky Laws. The Buyer shall use its best efforts to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of Common Stock to the Members in connection with the transactions contemplated hereby.

6.10Employment Agreements. At the Closing, the Buyer and Terry Phillips shall enter into an employment agreement in the form attached hereto as Exhibit A (the “Executive Chairman Agreement”) to serve as the Buyer’s Executive Chairman. At or before the Closing, the Buyer and Melanie Mroz shall enter into an employment agreement in the form attached hereto as Exhibit B (the “CEO Employment Agreement”) to serve as the Chief Executive Officer of the Buyer.

6.11Indemnification. All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current directors and officers of the Buyer and the Company as provided in the organic documents of the Buyer and the Company or in any indemnification agreements shall survive the Closing and shall continue in full force and effect in accordance with their terms. If the Buyer, the Company or any of their respective successors or assigns (a) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (b) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Buyer or the Company, respectively, assume the obligations set forth in this Section 6.11. The provisions of this Section 6.11 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director or officer of the Buyer or Company for all periods ending on or before the Closing and may not be changed without the consent of each consent of each person that may be adversely affected thereby.

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6.12Registration of Founder Warrants.  As soon as practicable following the Closing, the Buyer shall use its best efforts to register the warrants issued to the Buyer’s founders and will register the shares underlying such warrants when it registers the shares underlying the warrants which were registered in connection with the Buyer’s initial public offering.

6.13Further Assurances. Each of the parties to this Agreement shall use its commercially reasonable efforts to effectuate the transactions contemplated hereby and to fulfill and cause to be fulfilled the conditions to closing under this Agreement. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

6.14D&O Insurance. The Company shall cause the Buyer to have obtained 12 months of directors and officers liability insurance and 12 months of “tail” coverage for any directors and officers of the Buyer who have resigned in anticipation of the transaction contemplated under this Agreement.

6.15Payment of Liabilities. Following the Closing, the Company shall have caused the Buyer to promptly pay the outstanding liabilities of the Company subject to the amount of such liabilities not exceeding the cash Buyer possesses on the date of the Closing by no more than $70,000.

ARTICLE VII

TERMINATION, AMENDMENT AND WAIVER

7.1Termination. At any time prior to the Closing Date, this Agreement may be terminated:

(a)by mutual consent of the Buyer, the Company and the Members;

(b)by either the Buyer or the Company, if, without fault of the terminating party, the Closing shall not have occurred on or before May 31, 2008, or such later date as may be agreed upon in writing by the parties hereto (the “Final Date”);

(c)by the Buyer, if the Company or the Members breach any of its or their representations, warranties or obligations hereunder to an extent that would cause the condition set forth in Section 3.2(a) not to be satisfied and such breach shall not have been cured within ten business days of receipt by the Company and/or the Members of written notice of such breach (and the Buyer has not willfully breached any of its covenants hereunder, which breach is not cured);

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(d)by Company, if the Buyer breaches any of its representations, warranties or obligations hereunder to an extent that would cause the condition set forth in Section 3.3(a) not to be satisfied and such breach shall not have been cured within ten business days of receipt by the Buyer of written notice of such breach (and the Company and/or the Members have not willfully breached any of its or their covenants hereunder, which breach is not cured); or

(e)by either the Buyer or the Company if any permanent injunction or other order of a court or other competent authority preventing the consummation of the transactions contemplated hereby shall have become final and nonappealable.

7.2Effect of Termination. In the event of termination of this Agreement as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the parties hereto, or their respective Members, officers, directors, managers, stockholders or affiliates, except to the extent that such termination results from the breach by a party hereto of any of its representations, warranties or covenants set forth in this Agreement; provided that, the provisions of Section 6.5 (Confidentiality), Section 7.3 (Expenses and Termination Fees) and this Section 7.2 shall remain in full force and effect and survive any termination of this Agreement. Nothing herein shall relieve any party from liability in connection with a breach by such party of the representations, warranties or covenants of such party to this Agreement.

7.3Expenses and Termination Fees.

(a)Subject to Sections 7.3(b) and (c), whether or not the transactions contemplated hereby are consummated, all costs and expenses (including transfer and other similar Taxes) incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense.

(b)If the Buyer terminates this Agreement pursuant to Section 7.1(c) then the Company shall promptly reimburse the Buyer for all of the out-of-pocket costs and expenses incurred on or after April 25, 2008 by the Buyer in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel).

(c)If the Company terminates this Agreement pursuant to Section 7.1(d) the Buyer shall promptly reimburse the Company and/or the Members, as applicable, for all of the out-of-pocket costs and expenses incurred on or after April 25, 2008 by the Company and/or the Members, as applicable, in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel).

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7.4Amendment. The parties hereto may cause this Agreement to be amended at any time by execution of an instrument in writing signed on behalf of each of the parties hereto; provided, however, that the Company may cause Articles II, III and VI of this Agreement to be amended at any time prior to the Closing to satisfy the requirements of the investors of the PIPE Financing as set forth in the binding letter of intent related thereto; provided further that the Company shall provide prompt notice of the same to the Buyer.

7.5Extension; Waiver. At any time prior to the Closing Date any party hereto may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

ARTICLE VIII

GENERAL PROVISIONS

8.1Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile (with confirmation of receipt) to the parties at the following address (or at such other address for a party as shall be specified by like notice):

(a)if to the Buyer to:

Global Services Partners Acquisition Corp.

3130 Fairview Park Drive

Suite 500

Falls Church, Virginia 22042

Attn: Abhishek Jain

with a copy (which shall not constitute notice) to:

Miller and Martin, PLLC

1170 Peachtree Street, N.E.

Suite 800

Atlanta, Georgia 30309

Attn: Joseph Delgado, Jr.

(b)if to Company to:

SouthPeak Interactive, LLC

2900 Polo Parkway

Suite 104

Midlothian, Virginia 23113

Attn: Mr. Terry Phillips

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with a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP

1750 Tysons Boulevard

Suite 1200

McLean, Virginia 22102

Attn: Mark Wishner, Esq.

(c)if to the Members to address set forth below their respective name on Schedule I attached hereto.

with a copy (which shall not constitute notice to the Members) to:

Greenberg Traurig, LLP

1750 Tysons Boulevard

Suite 1200

McLean, Virginia 22102

Attn: Mark Wishner, Esq.

8.2Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile and/or PDF, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

8.3Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Company Disclosure Schedules and the Buyer Disclosure Schedules (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Non-Disclosure Agreement, dated July 2, 2007, by and between the Buyer and the Company, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, and (c) shall not be assigned. No representations, warranties, inducements, promises or agreements, oral or written, by or among the parties not contained herein shall be of any force of effect.

8.4Severability. If any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

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8.5Remedies Cumulative; Specific Performance.

(a)Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.

(b)It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

8.6Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the laws that might otherwise govern under applicable principles of conflicts of law. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of any state or Federal court located within the City of Alexandria, Virginia or the County of Fairfax, Virginia in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the Commonwealth of Virginia for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction and such process.

8.7Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

[Signature Page to Follow]

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IN WITNESS WHEREOF, this Membership Interest Purchase Agreement has been duly executed by the parties as of and on the date first above written.

BUYER:
GLOBAL SERVICES PARTNERS ACQUISITION CORP.
	By:	/s/ Abhishek Jain
	Name:	Abishek Jain
	Title:	Chief Executive Officer
COMPANY:
SOUTHPEAK INTERACTIVE, LLC
	By:	/s/ Terry M. Phillips
	Name:	Terry Phillips
	Title:	Managing Member

MEMBERS:
	/s/ Terry M. Phillips
	Terry Phillips
	/s/ Gregory M. Phillips
	Gregory Phillips
	/s/ Melanie Mroz
	Melanie Mroz
	/s/ Katie Morgan
	Katie Morgan

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SOUTHPEAK INTERACTIVE CORPORATION

SouthPeak Interactive Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

1.The name of the Corporation is SouthPeak Interactive Corporation. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 10, 2005.

2.The following Amended and Restated Certificate of Incorporation has been duly adopted by the unanimous written consent of the Board of Directors of the Corporation and the written consent of a majority of the stockholders of the Corporation in accordance with and pursuant to the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

3.The text of the Certificate of Incorporation is hereby restated in its entirety as follows:

“ARTICLE I

NAME

The name of the Corporation is SouthPeak Interactive Corporation (the “Corporation”).

ARTICLE II

REGISTERED OFFICE AND AGENT

The address, including street, number, city, zip code, and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, Zip Code 19808, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware is Corporation Service Company.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

CAPITAL STOCK

The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is One Hundred and Ten Million (110,000,000) shares, of which:

Ninety Million (90,000,000) shares, par value $0.0001 per share, shall be shares of common stock (the “Common Stock”); and

Twenty Million (20,000,000) shares, par value $0.0001 per share, shall be shares of preferred stock (the “Preferred Stock”).

(A)Common Stock. Except as (i) otherwise required by law or (ii) expressly provided in this Restated Certificate of Incorporation (as amended from time to time), each share of Common Stock shall have the same powers, rights and privileges and shall rank equally, share ratably and be identical in all respects as to all matters.

(1)Dividends. Subject to the rights of the holders of Preferred Stock, and to the other provisions of this Restated Certificate of Incorporation (as amended from time to time), holders of Common Stock shall be entitled to receive equally, on a per share basis, such dividends and other distributions in cash, securities or other property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.

(2)Voting Rights. At every annual or special meeting of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast one (1) vote for each share of Common Stock standing in such holder’s name on the stock transfer records of the Corporation.

(3)Liquidation Rights. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the Corporation’s debts and amounts payable upon shares of Preferred Stock entitled to a preference, if any, over holders of Common Stock upon such dissolution, liquidation or winding up, the remaining net assets of the Corporation shall be distributed among holders of shares of Common Stock equally on a per share basis. Except as set forth in the certificate of designations for any Preferred Stock, and only to the extent applicable thereto, a merger or consolidation of the Corporation with or into any other corporation or other entity, or a sale or conveyance of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to its stockholders) shall not be deemed to be a voluntary or involuntary liquidation or dissolution or winding up of the Corporation within the meaning of this Paragraph (A)(3).

(B)Preferred Stock. The Board of Directors is authorized, subject to limitations prescribed by law, to provide by resolution or resolutions for the issuance of shares of Preferred Stock in one or more series, to establish the number of shares to be included in each such series, and to fix the voting powers (if any), designations, powers, preferences, and relative, participating, optional or other rights, if any, of the shares of each such series, and any qualifications, limitations or restrictions thereof. Irrespective of the provisions of Section 242(b)(2) of the DGCL, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote, without the separate vote of the holders of the Preferred Stock as a class.

ARTICLE V

BOARD OF DIRECTORS

(A)Management. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or this Restated Certificate of Incorporation directed or required to be exercised or done by the stockholders.

(B)Number of Directors. The number of directors of the Corporation shall be fixed from time to time in the manner provided in the Amended and Restated Bylaws.

(C)Newly-Created Directorships and Vacancies. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or any other cause may be filled by the Board of Directors, provided that a quorum is then in office and present, or by a majority of the directors then in office, if less than a quorum is then in office, or by the sole remaining director. Directors elected to fill a newly created directorship or other vacancies shall hold office until such director’s successor has been duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

(D)Removal of Directors. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director may be removed from office at any time for cause, at a meeting called for that purpose, and only by the affirmative vote of the holders of at least 66-2/3% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

(E)Rights of Holders of Preferred Stock. Notwithstanding the foregoing provisions of this Article V, whenever the holders of one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately or together by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorship shall be governed by the rights of such Preferred Stock as set forth in the certificate of designations governing such series.

(F)Written Ballot Not Required. Elections of directors need not be by written ballot unless the Amended and Restated Bylaws of the Corporation shall otherwise provide.

(G)Bylaws. The Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation. Any bylaws made by the directors under the powers conferred hereby may be amended or repealed by the directors or by the stockholders. Notwithstanding the foregoing and anything contained in this Restated Certificate of Incorporation to the contrary, the bylaws of the Corporation shall not be amended or repealed by the stockholders, and no provision inconsistent therewith shall be adopted by the stockholders, without the affirmative vote of the holders of 66-2/3% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

(H)Election of Directors. At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the expiration of the term for which they are elected, and until their successors have been duly elected and qualified; except that if any such election shall be not so held, such election shall take place at a stockholders’ meeting called and held in accordance with the DGCL.

ARTICLE VI

LIMITATION OF LIABILITY

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is hereafter amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. Any repeal or modification of this Article VI by the stockholders of the Corporation or otherwise shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE VII

INDEMNIFICATION

Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other entity, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Corporation to the full extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), or by other applicable law as then in effect, against all costs, expenses, liabilities and losses (including attorneys’ fees and related costs, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, partner, member or trustee and shall inure to the benefit of his or her heirs, executors and administrators. Each person who is or was serving as a director or officer of a subsidiary of the Corporation shall be deemed to be serving, or have served, at the request of the Corporation.

(A)Procedure. Any indemnification (but not advancement of expenses) under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment). Such determination shall be made with respect to a person who is a director or officer at the time of such determination (1) by a majority vote of the directors who were not parties to such proceeding (the “Disinterested Directors”), even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum, (3) if there are no such Disinterested Directors, or if such Disinterested Directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(B)Advances for Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by a director or officer of the Corporation in defending a proceeding shall be paid by the Corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay all amounts so advanced in the event that it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation as authorized in this Article VII. The majority of the Disinterested Directors may, in the manner set forth above, and upon approval of such director or officer of the Corporation, authorize the Corporation’s counsel to represent such person, in any proceeding, whether or not the Corporation is a party to such proceeding.

(C)Procedure for Indemnification. Any indemnification or advance of expenses (including attorney’s fees, costs and charges) under this Article VII shall be made promptly, and in any event within sixty (60) days upon the written request of the director or officer (and, in the case of advance of expenses, receipt of a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Article VII). The right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer in any court of competent jurisdiction, if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within sixty (60) days. Such person’s costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses (including attorney’s fees, costs and charges) under this Article VII where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he/she has met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(D)Other Rights; Continuation of Right to Indemnification. The indemnification and advancement of expenses provided by this Article VII shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administers of such person. All rights to indemnification under this Article VII shall be deemed to be a contract between the Corporation and each director or officer of the Corporation who serves or served in such capacity at any time while this Article VII is in effect. Any repeal or modification of this Article VII or any repeal or modification of relevant provisions of the DGCL or any other applicable laws shall not in any way diminish any rights to indemnification of such director or officer or the obligations of the Corporation arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Article VII, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who, following such consolidation or merger, is a director or officer of such a constituent corporation or is serving at the request of such constituent corporation as a director or officer of another corporation, partnership, joint venture, trust or other entity shall stand in the same position under the provisions of this Article VII, with respect to the resulting or surviving corporation during the period following such consolidation or merger, as he would if he/she had served the resulting or surviving corporation in the same capacity.

(E)Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other entity, against any liability asserted against him and incurred by him or on his behalf in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VII.

(F)Savings Clause. If this Article VII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Article VII as to all costs, expenses, liabilities and losses (including attorneys’ fees and related costs, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification is available to such person pursuant to this Article VII to the full extent permitted by any applicable portion of this Article VII that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE VIII

ACTION BY WRITTEN CONSENT/SPECIAL MEETINGS OF STOCKHOLDERS

Notwithstanding any provision of the Amended and Restated Bylaws of the Corporation, for so long as either the Corporation’s Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Corporation is required to file periodic reports with the Securities and Exchange Commission pursuant to Section 15(d) of the Exchange Act with respect to the Corporation’s Common Stock, special meetings of stockholders of the Corporation may be called only by either the Board of Directors pursuant to a resolution adopted by the affirmative vote of the majority of the total number of directors then in office or by the chief executive officer of the Corporation.

ARTICLE IX

AMENDMENT

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding any other provision of this Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Restated Certificate of Incorporation, the Amended and Restated Bylaws of the Corporation or otherwise, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock required by law, this Restated Certificate of Incorporation, the Amended and Restated Bylaws of the Corporation or otherwise, the affirmative vote of the holders of at least 66-2/3% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt any provision inconsistent with, to amend or repeal any provision of, or to adopt a bylaw inconsistent with, Articles V, VI, VII, VIII or IX of this Restated Certificate of Incorporation.”

* * *

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by the Secretary this 12th day of May, 2008.

/s/ Andrea Jones

Andrea Jones, Secretary

EX-3.2

Exhibit 3.2

SOUTHPEAK INTERACTIVE CORPORATION

AMENDED AND RESTATED BYLAWS

May 12, 2008

AMENDED AND RESTATED BYLAWS

OF

SOUTHPEAK INTERACTIVE CORPORATION

ARTICLE I

Offices

SECTION 1. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, City of Wilmington. The name of its registered agent at such address is Corporation Service Company. The registered office and/or registered agent of the Corporation may be changed from time to time by action of the Board of Directors.

SECTION 2. Other Offices. The Corporation may have an office or offices other than said registered office at such place or places, either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 1. Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at any such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof.

SECTION 2. Annual Meeting. An annual meeting of stockholders shall be held each year and stated in a notice of meeting or in a duly executed waiver thereof. The date, time and place of such meeting shall be determined by the Chief Executive Officer of the Corporation; provided that if the Chief Executive Officer does not act, the Board of Directors shall determine the date, time, and place of such meeting. At such annual meeting, the stockholders shall elect directors to replace those directors whose terms expire at such annual meeting and transact such other business as may properly be brought before the meeting.

SECTION 3. Special Meetings. Special meetings of stockholders may be called for any purpose in the manner provided in the Restated Certificate of Incorporation of the Corporation (as may be further amended or restated from time to time, the “Certificate of Incorporation”) and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.

SECTION 4. Notice of Meetings. Except as otherwise expressly required by statute, written notice of each annual and special meeting of stockholders stating the date, place and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote thereat not less than ten (10) nor more than sixty (60) days before the date of the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Notice shall be given personally or by mail and, if by mail, shall be sent in a postage prepaid envelope, addressed to the stockholder at his address as it appears on the records of the Corporation. Notice by mail shall be deemed given at the time when the same shall be deposited in the United States mail, postage prepaid. Notice of any meeting shall not be required to be given to any person who attends such meeting, except when such person attends the meeting in person or by proxy for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, or who, either before or after the meeting, shall submit a signed written waiver of notice, in person or by proxy. Neither the business to be transacted at, nor the purpose of, an annual or special meeting of stockholders need be specified in any written waiver of notice.

SECTION 5. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 6. Quorum; Adjournments. The holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented by proxy at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty (30) days, or, if after adjournment a new record date is set, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 7. Organization. At each meeting of stockholders, the Chairman of the Board, if one shall have been elected, or, in his absence or if one shall not have been elected, the Chief Executive Officer shall act as chairman of the meeting. The Secretary or, in his absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting shall act as secretary of the meeting and keep the minutes thereof.

SECTION 8. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

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SECTION 9. Voting. Except as otherwise provided by the Certificate of Incorporation (including pursuant to any duly authorized certificate of designation) or the General Corporation Law of the State of Delaware, each stockholder of the Corporation shall be entitled at each meeting of stockholders to one (1) vote for each share of capital stock of the Corporation standing in his name on the record of stockholders of the Corporation:

(a) on the date fixed pursuant to the provisions of Section 14 of Article II of these Amended and Restated Bylaws (the “Bylaws”) as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or

(b) if no such record date shall have been so fixed, then at the close of business on the day immediately before the day on which notice thereof shall be given, or, if notice is waived, at the close of business on the day immediately before the day on which the meeting is held.

Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy which is in writing or transmitted as permitted by law, including, without limitation, electronically, via telegram, internet, interactive voice response system, or other means of electronic transmission executed or authorized by such stockholder or his attorney-in-fact, but no proxy shall be voted after three (3) years from its date, unless the proxy provides for a longer period. Any such proxy shall be delivered to the secretary of the meeting at or prior to the time designated in the order of business for so delivering such proxies. Any proxy transmitted electronically shall set forth information from which it can be determined by the secretary of the meeting that such electronic transmission was authorized by the stockholder. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereon, present and voting, in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted and the number of votes to which each share is entitled.

SECTION 10. Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspector(s) shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspector(s) shall make a report in writing of any challenge, request or matter determined by him or them and shall execute a certificate of any fact found by him or them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.

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SECTION 11. Advance Notice Provisions for Election of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as provided under Section 3 of this Article II, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 11 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 11.

In addition to any other applicable requirements, for a nomination to be made by a stockholder such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the date of the anniversary of the previous year’s annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on a date more than thirty (30) days prior to or delayed by more than sixty (60) days after such anniversary date, notice by the stockholder in order to be timely must be so received not earlier than one hundred twenty (120) days prior to such annual meeting, and not later than the later of the close of business ninety (90) days prior to such annual meeting or the tenth (10th) day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

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No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 11. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

SECTION 12. Advance Notice Provisions for Business to be Transacted at Annual Meeting. No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 12 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 12.

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the date of the anniversary of the previous year’s annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on a date more than thirty (30) days prior to or delayed by more than sixty (60) days after such anniversary date, notice by the stockholder in order to be timely must be so received not earlier than one hundred twenty (120) days prior to such annual meeting, and not later than the later of the close of business ninety (90) days prior to such annual meeting or the tenth (10th) day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made.

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To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and record address of such stockholder, (c) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (d) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (e) a representation that such stockholder intends to appear in person or by proxy at the annual meting to bring such business before the meeting.

No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 12; provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 12 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

SECTION 13. Action by Written Consent. Unless restricted by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any provision of statute or of the Certificate of Incorporation or of these Bylaws, the meeting and vote of stockholders may be dispensed with, and the action taken without such meeting and vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Corporation entitled to vote thereon were present and voted. The consent shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which the proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested; provided, however, that no consent delivered by certified or registered mail shall be deemed delivered until such consent is actually received at the Corporation’s registered office. All consents properly delivered in accordance with this Section 13 shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as required by this Section 13, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

SECTION 14. Fixing the Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day immediately before the day on which notice is given, or if notice is waived, at the close of business on the day immediately before the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. Such notice shall specify the action proposed to be consented to by stockholders. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days after the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation. Such delivery to the Corporation shall be made to its registered office in the State of Delaware, its principal place of business, or any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, to the attention of the Secretary of the Corporation. Such delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

In the event of delivery to the Corporation of a written consent or written consents purporting to authorize or take corporate action, and/or related revocation or revocations (each such written consent and related revocation, individually and collectively, a “Consent”), the Secretary of the Corporation shall provide for the safekeeping of such Consent and shall as soon as practicable thereafter conduct such reasonable investigation as the Secretary deems necessary or appropriate for the purpose of ascertaining the validity of such Consent and all matters incident thereto, including, without limitation, whether holders of shares having the requisite voting power to authorize or take the action specified in the Consent have given consent. If after such investigation the Secretary shall determine that the Consent is sufficient and valid, that fact shall be certified on the records of the Corporation kept for the purpose of recording the proceedings of meetings of the stockholders, and the Consent shall be filed in such records, at which time the Consent shall become effective as stockholder action.

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ARTICLE III

Board of Directors

SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

SECTION 2. Number, Election and Term. Subject to any rights of the holders of any class or series of Preferred Stock to elect additional directors under specified circumstances, the number of directors which shall constitute the Board of Directors shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors; provided, however, whenever the holders of any class or series of Preferred Stock of the Corporation are entitled to elect one or more directors pursuant to the provisions of the Certificate of Incorporation (including pursuant to any duly authorized certificate of designation), such directors shall be elected by a plurality of the votes of such class or series of Preferred Stock present in person or represented by proxy at the meeting and entitled to vote in the election of such directors. The directors shall be elected and shall hold office in the manner provided in the Certificate of Incorporation.

SECTION 3. Place of Meetings. Meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting.

SECTION 4. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next business day.

SECTION 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if one shall have been elected, or by two or more directors of the Corporation or by the Chief Executive Officer.

SECTION 6. Notice of Meetings. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by law or these Bylaws. Notice of each special meeting of the Board of Directors, and of each regular meeting of the Board of Directors for which notice shall be required, shall be given by the Secretary as hereinafter provided in this Section 6, in which notice shall be stated the time and place of the meeting. Except as otherwise required by these Bylaws, such notice need not state the purposes of such meeting. Notice of any special meeting, and of any regular or annual meeting for which notice is required, shall be given to each director at least (a) twenty-four (24) hours before the meeting if by telephone or by being personally delivered or sent by telex, telecopy, electronic mail or similar means or (b) five (5) days before the meeting if delivered by mail to the director’s residence or usual place of business. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, electronic mail or similar means. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Any director may waive notice of any meeting by a writing signed by the director entitled to the notice and filed with the minutes or corporate records.

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SECTION 7. Waiver of Notice and Presumption of Assent. Any member of the Board of Directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

SECTION 8. Quorum and Manner of Acting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and, except as otherwise expressly required by statute or the Certificate of Incorporation or these Bylaws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such.

SECTION 9. Organization. At each meeting of the Board of Directors, the Chairman of the Board, if one shall have been elected, or, in the absence of the Chairman of the Board or if one shall not have been elected, the Chief Executive Officer (or, in his absence, another director chosen by a majority of the directors present) shall act as chairman of the meeting and preside thereat. The Secretary or, in his absence, any person appointed by the chairman, shall act as secretary of the meeting and keep the minutes thereof.

SECTION 10. Resignations; Newly Created Directorships; Vacancies; and Removals. Any director of the Corporation may resign at any time by giving notice in writing or by electronic transmission of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Newly created directorships resulting from any increase in the number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal or any other cause shall be filled in the manner provided in the Certificate of Incorporation. Any director may be removed in the manner provided in the Certificate of Incorporation.

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SECTION 11. Compensation. The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

SECTION 12. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, including an executive committee, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except to the extent restricted by statute or the Certificate of Incorporation, each such committee, to the extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors and may authorize the seal of the Corporation to be affixed to all papers which require it. Each such committee shall serve at the pleasure of the Board of Directors and have such name as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors.

SECTION 13. Committee Rules. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the Board of Directors as provided in Section 12 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

SECTION 14. Action by Written Consent. Unless restricted by the Certificate of Incorporation, any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee, as the case may be. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 15. Telephonic and Other Meetings. Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

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ARTICLE IV

Officers

SECTION 1. Number and Qualifications. The officers of the Corporation shall be elected by the Board of Directors and shall include the Chief Executive Officer, the President, the Chief Financial Officer, and the Secretary. The Corporation may also have, at the discretion of the Board of Directors, such other officers as are desired, including a Chairman of the Board, one or more Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers as may be necessary or desirable for the business of the Corporation. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. As the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person, and no officer except the Chairman of the Board, if any, need be a director. In its discretion, the Board of Directors may choose not to fill any office for any period as it may deem advisable, except that the offices of Chief Executive Officer and Secretary shall be filled as expeditiously as possible.

SECTION 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The Chairman of the Board, if any, and Chief Executive Officer shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of stockholders or as soon thereafter as is convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned or have been removed, as hereinafter provided in these Bylaws.

SECTION 3. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

SECTION 4. Removal. Any officer of the Corporation may be removed, either with or without cause, at any time, by the Board of Directors at any meeting thereof.

SECTION 5. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term by the Board of Directors then in office.

SECTION 6. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation.

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SECTION 7. Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws. If there is no Chief Executive Officer, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV.

SECTION 8. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and shall have the powers and perform the duties incident to that position. He shall, in the absence of the Chairman of the Board, or if a Chairman of the Board shall not have been elected, preside at each meeting of the Board of Directors or the stockholders. He shall be an ex-officio member of all committees. Subject to the powers of the Board of Directors, he shall be in the general and active charge of the entire business and affairs of the Corporation, including authority over its officers, agents and employees, and shall have such other duties as may from time to time be assigned to him by the Board of Directors. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors are carried into effect, and execute bonds, mortgages and other contracts requiring a seal under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

SECTION 9. President. The President shall be the chief operating officer of the Corporation. He shall perform all duties incident to the office of President, and be responsible for the general direction of the operations of the business, reporting to the Chief Executive Officer, and shall have such other duties as may from time to time be assigned to him by the Board of Directors or as may be provided in these Bylaws. At the written request of the Chief Executive Officer, or in his absence or in the event of his inability to act, the President shall perform the duties of the Chief Executive Officer, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the Chief Executive Officer in respect of the performance of such duties.

SECTION 10. Vice President. Each Vice President shall perform all such duties as from time to time may be assigned to him by the Board of Directors. At the written request of the President, or in the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions placed upon the President in respect of the performance of such duties.

SECTION 11. Chief Financial Officer. The Chief Financial Officer shall:

(a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation;

(b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation;

(c) deposit all moneys and other valuables to the credit of the Corporation in such depositories as may be designated by the Board of Directors or pursuant to its direction;

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(d) receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever;

(e) disburse the funds of the Corporation and supervise the investments of its funds, taking proper vouchers therefore;

(f) render to the Board of Directors, whenever the Board of Directors may require, an account of the financial condition of the Corporation; and

(g) in general, perform all duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to him by the Board of Directors.

The Chief Financial Officer may also be the Treasurer if so determined by the Board of Directors.

SECTION 12. Secretary. The Secretary shall:

(a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and the stockholders;

(b) see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law;

(c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all certificates for shares of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal;

(d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and

(e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 13. The Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or, if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability to act or his failure to act (in violation of a duty to act or in contravention of direction to act by the Board of Directors), perform the duties and exercise the powers of the Treasurer and shall perform such other duties as from time to time may be assigned by the Board of Directors.

SECTION 14. The Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability to act or his failure to act (in violation of a duty to act or in contravention of direction to act by the Board of Directors), perform the duties and exercise the powers of the Secretary and shall perform such other duties as from time to time may be assigned by the Board of Directors.

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SECTION 15. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors.

SECTION 16. Officers’ Bonds or Other Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety as the Board of Directors may require.

SECTION 17. Absence or Disability of Officers. In the case of the absence or disability of any officer of the Corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

Stock Certificates and Their Transfer

SECTION 1. Stock Certificates. The Board of Directors may issue stock certificates, or may provide by resolution or resolutions that some or all of any or all classes or series of stock of the Corporation shall be uncertificated shares of stock. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by a certificate and, upon request, every holder of uncertificated shares shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board, the Chief Executive Officer, the President or a Vice-President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him or her in the Corporation. A certificate representing shares issued by the Corporation shall, if the Corporation is authorized to issue more than one class or series of stock, set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any stockholder upon request and without charge, a full statement of the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. The Corporation shall furnish to any holder of uncertificated shares, upon request and without charge, a full statement of the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any request by a holder for a certificate shall be in writing and directed to the Secretary of the Corporation.

SECTION 2. Facsimile Signatures. Any or all of the signatures on a certificate may be a facsimile, engraved or printed. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

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SECTION 3. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct sufficient to indemnify it against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 4. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its records; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

SECTION 5. Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

SECTION 6. Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 7. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

General Provisions

SECTION 1. Dividends. Subject to the provisions of statutes and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of stock of the Corporation, unless otherwise provided by statute or the Certificate of Incorporation.

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SECTION 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors may think conducive to the interests of the Corporation. The Board of Directors may modify or abolish any such reserves in the manner in which it was created.

SECTION 3. Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors, which form may be changed by resolution of the Board of Directors.

SECTION 4. Fiscal Year. The fiscal year of the Corporation shall end on June 30 of each year and may thereafter be changed by resolution of the Board of Directors.

SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 7. Loans. The Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiary, including any officer or employee who is a director of the Corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any statute.

SECTION 8. Voting of Stock in Other Corporations. Unless otherwise provided by resolution of the Board of Directors, either the Chairman of the Board or the Chief Executive Officer may, from time to time, (or may appoint one or more attorneys or agents to) cast the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation. In the event one or more attorneys or agents are appointed, the Chairman of the Board or the Chief Executive Officer may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent. The Chairman of the Board or the Chief Executive Officer may, or may instruct the attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of the Corporation and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the circumstances.

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SECTION 9. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right of inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in the State of Delaware or at its principal place of business.

SECTION 10. Inconsistency Provisions. In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VII

Amendments

These Bylaws may be amended or repealed or new Bylaws adopted only in accordance with Article V of the Certificate of Incorporation.

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EX-3.3

Exhibit 3.3

Certificate of the Designations, Powers,

Preferences and Rights

of the

Series A Convertible Preferred Stock

(par value $.0001 per share)

of

SOUTHPEAK INTERACTIVE CORPORATION

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

SouthPeak Interactive Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), by its President,

DOES HEREBY CERTIFY:

FIRST: That, pursuant to authority expressly vested in the Corporation’s Board of Directors (the “Board of Directors”) by the provisions of its Certificate of Incorporation, the Board of Directors duly adopted by unanimous written consent, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, the following resolution providing for the designation of 15,000,000 shares of Series A Convertible Preferred Stock, $.0001 par value:

RESOLVED, that the Board of Directors, pursuant to authority expressly vested in it by the provisions of the Certificate of Incorporation of the Corporation, as amended, hereby authorizes the issuance from time to time of the Series A Preferred Stock of the Corporation and hereby fixes the designation, preferences, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, in addition to those set forth in said Certificate of Incorporation, to be in their entirety as follows:

1.Designation. The Corporation hereby designates a series of Preferred Stock known as “Series A Preferred Stock,” par value $.0001 per share.

2.Authorized Number. The number of shares constituting the Series A Preferred Stock shall be 15,000,000 shares. The Board of Directors is authorized to increase or decrease the number of shares of Series A Preferred Stock prior or subsequent to the issue of that series but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

3.Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of the Corporation, prior and in preference to any distribution of any of the assets or funds of the Corporation to the holders of the Common Stock by reason of their ownership of such stock, the holders of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount equal to $1.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalizations affecting such Series A Preferred Stock) of Series A Preferred Stock held by them plus all dividends unpaid on such shares up to the date of distribution of the assets of the Corporation. If, upon the occurrence of a liquidation, dissolution or winding up, the assets and funds of the Corporation legally available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be insufficient to permit the payment to such holders of Series A Preferred Stock of the full aforementioned preferential amount, then the entire assets and funds of the Corporation legally available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be distributed ratably among the holders of Series A Preferred Stock and class or series of shares ranking on liquidation on a parity with the Series A Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

(b) Upon a liquidation, dissolution or winding up of the Corporation, and after payment to the holders of Series A Preferred Stock of the amounts to which they are entitled pursuant to Section 3(a), all assets and funds of the Corporation that remain legally available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be distributed ratably among the holders of Common Stock in proportion to the number of shares of Common Stock held by them and based on the total number of shares of Common Stock outstanding.

(c) Solely for the purposes of this Section 3, unless otherwise determined by the vote of the holders of not less than two-thirds of the issued and outstanding shares of Series A Preferred Stock, a liquidation, dissolution or winding up of the Corporation shall be deemed to be occasioned by, and to include: (i) the Corporation’s sale of all or substantially all of its assets, or (ii) any acquisition of the Corporation or a change in control of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any stock sale, merger, consolidation or other corporate reorganization, but excluding any merger effected primarily for the purpose of changing the domicile of the Corporation) that results in the transfer of more than fifty percent (50%) of the outstanding voting power of the Corporation.

(d) If any of the assets of the Corporation are to be distributed under this Section 3, or for any other purpose, in a form other than cash, the Board of Directors shall be empowered to, and shall promptly determine the value of the assets to be distributed to the holders of Series A Preferred Stock or Common Stock. This Corporation shall, upon receipt of such determination, give prompt written notice of the determination to each holder of shares of Series A Preferred Stock or Common Stock.

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(e) In the event of any liquidation, dissolution or winding up of the Corporation, the Board of Directors shall promptly give written notice to each holder of shares of Series A Preferred Stock or Common Stock of such event, at least ten (10) business days prior to such liquidation, dissolution or winding up of the Corporation.

4.  Conversion. The holders of Series A Preferred Stock shall have conversion rights as follows:

(a) Right to Convert. Each share of Series A Preferred Stockshall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such Series A Preferred Stock, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the applicable Original Issue Price (as defined herein) of such share of Series A Preferred Stock by the applicable Conversion Price (the “Conversion Price”) at the time in effect for a share of such Series A Preferred Stock. The Original Issue Price per share of Series A Preferred Stock is $1.00. The Conversion Price per share of Series A Preferred Stock initially shall be the Original Issue Price (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalizations affecting such Series A Preferred Stock).

(b) Automatic Conversion. Provided the shares of Common Stock underlying the shares of Series A Preferred Stock are then salable pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Act”), or such shares of Common Stock can be sold under Rule 144(k) promulgated under the Act, each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then effective Conversion Price upon the earlier of (i) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, (for which no stop-order has been issued) covering the offer and sale of Common Stock to the public involving net proceeds to the Corporation of not less than $20,000,000 (a “Qualified Public Offering”), (ii) the consent of holders of not less than two-thirds of the then outstanding shares of Series A Preferred Stock, whether given at a meeting of the holders of the Series A Preferred Stock or by written consent in lieu thereof, or (iii) such date on which the volume weighted average price for the Common Stock for any consecutive 10-day period exceeds $2.00, as adjusted in the event of any stock dividend, stock split, combination or other similar recapitalizations.

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(c) Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Series A Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price of such Series A Preferred Stock. Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock pursuant to Section 4(a), such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for such Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to the Corporation at its principal corporate office, of the election to convert the same, and such conversion shall be deemed to have been made immediately prior to the close of business on the date of receipt by the Corporation or its transfer agent of both the Series A Preferred Stock certificate(s) to be converted and the written notice. In the event of an automatic conversion pursuant to Section 4(b), the outstanding shares of Series A Preferred Stock shall be converted automatically without any further action by the holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or the transfer agent for such Series A Preferred Stock; and the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series A Preferred Stock are either delivered to the Corporation or the transfer agent for such Series A Preferred Stock as provided above, or the holder notifies the Corporation or the transfer agent for such Series A Preferred Stock that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable thereafter, issue and deliver to such address as the holder may direct, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled. If the conversion is in connection with a public offering of securities described in Section 4(b), the conversion shall be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, and the conversion shall not be deemed to have occurred until immediately prior to the closing of such sale of securities.

(d) Status of Converted Stock. In the event any shares of Series A Preferred Stock shall be converted pursuant to this Section 4, the shares so converted shall be canceled and shall not be reissued by the Corporation.

(e) Adjustment of Conversion Price of Series A Preferred Stock. The Conversion Price of Series A Preferred Stock shall be subject to adjustment from time to time as follows:

(i)If, under circumstances not specifically enumerated in Sections 4(f), 4(g) or 4(i) hereof, the Corporation shall issue, after the Initial Series A Issuance Date (the first date on which shares of Series A Preferred Stock are issued is referred to herein as the “Initial Series A Issuance Date” (regardless of the actual issuance date of any shares of Series A Preferred Stock)), any Additional Stock (as hereinafter defined) without consideration or for a consideration per share less than the Conversion Price for Series A Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price in effect immediately prior to each such issuance shall forthwith be adjusted to a price (calculated to the nearest cent) determined by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to such issuance or sale multiplied by the Conversion Price then in effect, plus (b) the consideration, if any, received by the Corporation upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided that, for the purposes of this Section 4(e)(i), the number of shares of Common Stock outstanding immediately prior to and immediately after such issuance shall be calculated as if all outstanding shares of preferred stock of the Corporation and all other outstanding Common Stock equivalents had been fully converted into or exercised or exchanged for shares of Common Stock immediately prior to such issuance and any outstanding warrants had been fully exercised immediately prior to such issuance (and the convertible securities issuable on the exercise thereof fully converted into shares of Common Stock).

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(ii)"Additional Stock" as used herein shall mean any shares of Common Stock issued (or deemed to have been issued) by the Corporation or Common Stock Equivalents after the date hereof other than Exempt Securities. As used herein, "Exempt Securities" shall mean:

(A)Common Stock issued or issuable at any time or in any event (or deemed to have been issued) upon conversion of Series A Preferred Stock;

(B)Common Stock issued or issuable at any time or in any event (or deemed to have been issued) to employees, advisors, consultants or outside directors of the Corporation directly or pursuant to the Corporation's stock option plans and restricted stock plans approved by the Board not to exceed an aggregate of 5,000,000 shares of Common Stock including all options issued or issuable under such plans in effect on the Initial Series A Issuance Date; provided, that the per share exercise price of any options so granted and the per share valuation of Common Stock issued directly or pursuant to any such restricted stock plans after the Initial Series A Issuance Date shall not be less than the fair market value per share on the date of grant or issuance;

(C)stock issued as a dividend or distribution on Series A Preferred Stock;

(D)shares of Common Stock issued in a Qualified Offering or in a public offering requested by stockholders of the Corporation pursuant to registration rights granted by the Corporation to such stockholders;

(E)shares of Common Stock or rights to purchase Common Stock issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors;

(F)shares issued upon conversion of the note which SouthPeak Interactive, L.L.C. issued to FI Investment Group, LLC (“FI”), provided that any additional shares resulting from the conversion of such note at a price less than the Conversion Price are either transferred to FI by other stockholders in the Corporation or contributed to the Corporation by such other stockholders; and

(G)stock issued in a transaction or series of transactions approved by the Required Series A Preferred Holders, voting separately as a class, and which the Required Series A Preferred Holders determine in writing to be Exempt Securities.

For purposes of this Section 4 in the event that Additional Stock is issued in a series of related transactions, such transactions shall be deemed to constitute a single issuance, in the aggregate amount of all such related transactions, taking place at the time of the first such transaction and at the lowest price per share of any of such transactions.

(iii)Except to the limited extent provided for in Section 4(e)(vii) hereof, no adjustment of such Conversion Price pursuant to this Section 4(e) shall have the effect of increasing the Conversion Price for Series A Preferred Stock above the Conversion Price for Series A Preferred Stock in effect immediately prior to such adjustment.

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(iv)In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined in the good faith reasonable business judgment of the Board.

(v)In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this Section 4(e):

(A)The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability including, without limitation, the passage of time, but without taking into account potential anti-dilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Section 4(e)(iv) hereof and this Section 4(e)(v)), if any, received by the Corporation upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential anti-dilution adjustments) for the Common Stock covered thereby.

(B)The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability including, without limitation, the passage of time, but without taking into account potential anti-dilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation (without taking into account potential anti-dilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Section 4(e)(iv) hereof and this Section 4(e)(v)).

(C)In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities (excluding a change resulting solely from the anti-dilution provisions thereof if such change results from an event which gives rise to an anti-dilution adjustment under this Section 4(e)), the Conversion Price of Series A Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities, provided that in no event shall the Conversion Price be increased by reason of any of the foregoing.

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(D)The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to Section 4(e)(v)(A) and Section 4(e)(v)(B) hereof shall be appropriately adjusted to reflect any change, termination or expiration of the type described in Section 4(e)(v)(C) hereof, provided that in no event shall the Conversion Price be increased by reason of any of the foregoing.

(vi)In the event the Corporation should at any time or from time to time after the Initial Series A Issuance Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or Common Stock equivalents without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of Series A Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable upon conversion of each share of such Series A Preferred Stock shall be increased in proportion to such increase in the aggregate of shares of Common Stock outstanding and issuable with respect to such Common Stock equivalents.

(vii)If the number of shares of Common Stock outstanding at any time after the Initial Series A Issuance Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price for Series A Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of each series shall be decreased in proportion to such decrease in outstanding shares.

(f)In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in Section 4(e) hereof to the holders of Common Stock, then, in each such case for the purpose of this Section 4(f), the holders of Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

(g)If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4), provision shall be made so that the holders of Series A Preferred Stock shall thereafter be entitled to receive upon conversion of Series A Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of Series A Preferred Stock after the recapitalization to the end that the provisions of this Section 4 (including adjustment of the Conversion Price for Series A Preferred Stock then in effect and the number of shares issuable upon conversion of Series A Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable.

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(h)The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Series A Preferred Stock against dilution or other impairment.

(i)If the Corporation should effect any capital reorganization or reclassification of its capital stock or cause to occur a Disposition Event (as defined below) while any shares of Series A Preferred Stock are outstanding in such a manner that holders of shares of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification or Disposition Event, lawful and adequate provision shall be made whereby each holder of Series A Preferred Stock shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon conversion of Series A Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore so receivable had such reorganization, reclassification or Disposition Event not taken place, and in such case appropriate provision shall be made with respect to the rights and interests of the holders of Series A Preferred Stock to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price of Series A Preferred Stock and the number of shares of Common Stock issuable upon conversion thereof) shall thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the conversion of such shares of Series A Preferred Stock. The Corporation shall not cause to occur a Disposition Event unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Corporation) resulting from such Disposition Event shall assume by written instrument executed and mailed or delivered to each holder of Series A Preferred Stock, the obligation to deliver to such holders of Series A Preferred Stock such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder of Series A Preferred Stock may be entitled to receive, and containing the express assumption of such successor corporation of the due and punctual performance and observance of every provision of this Certificate to be performed and observed by the Corporation and of all liabilities and obligations of the Corporation hereunder with respect to Series A Preferred Stock.

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(j)(i)No fractional shares shall be issued upon the conversion of any share or shares of Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall make a cash payment equal to the fair market value of the Common Stock as of two business days prior to payment, as determined in good faith by the Board of Directors of the Corporation, multiplied by such fraction.

(ii)Upon the occurrence of each adjustment of the Conversion Price of Series A Preferred Stock pursuant to this Section 4, the Corporation, at its expense, shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to each holder of Series A Preferred Stock a statement, signed by its chief financial officer setting forth such adjustment and showing in detail the facts upon which such adjustment is based. The Corporation shall, upon the written request at any time of any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustment, (ii) the Conversion Price for such Series A Preferred Stock at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of such Series A Preferred Stock. In the event of a dispute between a holder of Series A Preferred Stock and the Corporation regarding the Conversion Price as so adjusted, the Corporation shall obtain a certificate of a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Corporation (who may be the regular auditors of the Corporation) verifying or establishing the Conversion Price as adjusted and setting forth the computation of such adjustment and a brief statement of facts accounting for such adjustment, and will mail to such holder of Series A Preferred Stock a copy of such certificate from such firm of independent public accountants.

(k)In the event of (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, (ii) any Liquidation, or (iii) any Disposition Event, the Corporation shall mail to each holder of Series A Preferred Stock, at least ten (10) business days prior to the date specified therein, if any, or the taking of such action or of such event, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right and the date on which any such Liquidation or Disposition Event is expected to become effective.

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(l)The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to these provisions. The Corporation shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of capital stock of the Corporation upon conversion of any shares of Series A Preferred Stock; provided, however, that the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of the shares of Series A Preferred Stock in respect of which such shares are being issued. All shares of Common Stock that may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Corporation, be validly issued, fully paid and nonassessable and free from all taxes, liens or charges with respect thereto.

Any notice required by the provisions of this Section 4 to be given to the holders of shares of Series A Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the stock books of the Corporation.

For the purposes of this Section 4, “Disposition Event” shall mean (a) the direct or indirect sale, lease, exchange or other transfer of all or substantially all of the assets or capital stock of the Corporation to any other person or persons or (b) the merger or consolidation of the Corporation with and into another corporation or corporations as a result of which the holders of the capital stock of the Corporation immediately prior to such transaction own less than a majority of the outstanding shares of the surviving entity’s capital stock immediately after such transaction.

5.Voting Rights. Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series A Preferred Stock could then be converted and shall have voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided herein or as required by law, voting together with the Common Stock as a single class) and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series A Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). Each holder of Common Stock shall be entitled to one (1) vote for each share of Common Stock held.

*   *   *   *

SECOND: That such determination of the designation, preferences and the relative rights, and the qualifications, limitations or restrictions thereof, relating to the Series A Preferred Stock, was duly made by the Board of Directors pursuant to the provisions of the Certificate of Incorporation of the Corporation, and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, as amended.

[Signature page follows]

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IN WITNESS WHEREOF, SouthPeak Interactive Corporation has executed this Certificate of Designations, Powers, Preferences and Rights as of this 12th day of May, 2008.

SouthPeak Interactive Corporation,

a Delaware corporation

/s/ Andrea Jones

Name:  Andrea Jones

Title:    Secretary

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EX-10.1

Exhibit 10.1

SOUTHPEAK INTERACTIVE CORPORATION

2008 EQUITY INCENTIVE COMPENSATION PLAN

SOUTHPEAK INTERACTIVE CORPORATION

2008 EQUITY INCENTIVE COMPENSATION PLAN

1.	Purpose	1
2.	Definitions	1
3.	Administration.	6
4.	Shares Subject to Plan.	7
5.	Eligibility	8
6.	Specific Terms of Awards.	8
7.	Certain Provisions Applicable to Awards.	13
8.	Code Section 162(m) Provisions.	15
9.	Change in Control.	17
10.	General Provisions.	19

SOUTHPEAK INTERACTIVE CORPORATION

2008 EQUITY INCENTIVE COMPENSATION PLAN

1.Purpose. The purpose of this 2008 EQUITYINCENTIVE COMPENSATION PLAN (the “Plan”) is to assist SouthPeak Interactive Corporation, a Delaware corporation (the “Company”) and its Related Entities (as hereinafter defined) in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and other persons who provide services to the Company or its Related Entities by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company's shareholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of shareholder value.

2.Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof and elsewhere herein.

(a)“Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award, Share granted as a bonus or in lieu of another Award, Dividend Equivalent, Other Stock-Based Award or Performance Award, together with any other right or interest, granted to a Participant under the Plan.

(b)“Award Agreement” means any written agreement, contract or other instrument or document evidencing any Award granted by the Committee hereunder.

(c)“Beneficiary” and “Beneficial Ownership” means the person, persons, trust or trusts that have been designated by a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon such Participant's death or to which Awards or other rights are transferred if and to the extent permitted under Section 10(b) hereof. If, upon a Participant's death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.

(d)“Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.

(e)“Board” means the Company's Board of Directors.

(f)“Cause” shall, with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, “Cause” shall have the equivalent meaning or the same meaning as “cause” or “for cause” set forth in any employment, consulting, or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such agreement, such term shall mean (i) the failure by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or a Related Entity, (ii) any violation or breach by the Participant of his or her employment, consulting or other similar agreement with the Company or a Related Entity, if any, (iii) any violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or a Related Entity, (iv) any act by the Participant of dishonesty or bad faith with respect to the Company or a Related Entity, (v) use of alcohol, drugs or other similar substances in a manner that adversely affects the Participant’s work performance, or (vi) the commission by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant or the Company or any Related Entity. The good faith determination by the Committee of whether the Participant’s Continuous Service was terminated by the Company for “Cause” shall be final and binding for all purposes hereunder.

1

(g)“Change in Control” means a Change in Control as defined in Section 9(b) of the Plan.

(h)“Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto.

(i)“Committee” means a committee designated by the Board to administer the Plan; provided, however, that if the Board fails to designate a committee or if there are no longer any members on the committee so designated by the Board, then the Board shall serve as the Committee. The Committee shall consist of at least two directors, and each member of the Committee shall be (i) a “non-employee director” within the meaning of Rule 16b-3 (or any successor rule) under the Exchange Act, unless administration of the Plan by “non-employee directors” is not then required in order for exemptions under Rule 16b-3 to apply to transactions under the Plan, (ii) an “outside director” within the meaning of Section 162(m) of the Code, and (iii) “Independent”.

(j)“Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services in such person’s capacity as a director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity.

(k)“Continuous Service” means the uninterrupted provision of services to the Company or any Related Entity in any capacity of Employee, Director, Consultant or other service provider. Continuous Service shall not be considered to be interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entities, or any successor entities, in any capacity of Employee, Director, Consultant or other service provider, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director, Consultant or other service provider (except as otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave.

(l)“Covered Employee” means the Person who, as of the end of the taxable year, either is the principal executive officer of the Company or is serving as the acting principal executive officer of the Company, and each other Person whose compensation is required to be disclosed in the Company’s filings with the Securities and Exchange Commission by reason of that person being among the three highest compensated officers of the Company as of the end of a taxable year, or such other person as shall be considered a “covered employee” for purposes of Section 162(m) of the Code.

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(m)“Deferred Stock” means a right to receive Shares, including Restricted Stock, cash measured based upon the value of Shares or a combination thereof, at the end of a specified deferral period.

(n)“Deferred Stock Award” means an Award of Deferred Stock granted to a Participant under Section 6(e) hereof.

(o)“Director” means a member of the Board or the board of directors of any Related Entity.

(p)“Disability” means a permanent and total disability (within the meaning of Section 22(e) of the Code), as determined by a medical doctor satisfactory to the Committee.

(q)“Dividend Equivalent” means a right, granted to a Participant under Section 6(g) hereof, to receive cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.

(r)“Effective Date” means the effective date of the Plan, which shall be the Shareholder Approval Date.

(s)“Eligible Person” means each officer, Director, Employee, Consultant and other person who provides services to the Company or any Related Entity. The foregoing notwithstanding, only employees of the Company, or any parent corporation or subsidiary corporation of the Company (as those terms are defined in Sections 424(e) and (f) of the Code, respectively), shall be Eligible Persons for purposes of receiving any Incentive Stock Options. An Employee on leave of absence may be considered as still in the employ of the Company or a Related Entity for purposes of eligibility for participation in the Plan.

(t)“Employee” means any person, including an officer or Director, who is an employee of the Company or any Related Entity. The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to constitute “employment” by the Company.

(u)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.

(v)“Fair Market Value” means the fair market value of Shares, Awards or other property as determined by the Committee, or under procedures established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of a Share as of any given date shall be the closing sale price per Share reported on a consolidated basis for stock listed on the principal stock exchange or market on which Shares are traded on the date immediately preceding the date as of which such value is being determined or, if there is no sale on that date, then on the last previous day on which a sale was reported.

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(w)“Good Reason” shall, with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, “Good Reason” shall have the equivalent meaning or the same meaning as “good reason” or “for good reason” set forth in any employment, consulting or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such agreement, such term shall mean (i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant's duties or responsibilities as assigned by the Company or a Related Entity, or any other action by the Company or a Related Entity which results in a material diminution in such duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or a Related Entity promptly after receipt of notice thereof given by the Participant or (ii) any material failure by the Company or a Related Entity to comply with its obligations to the Participant as agreed upon, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or a Related Entity promptly after receipt of notice thereof given by the Participant

(x)“Incentive Stock Option” means any Option intended to be designated as an incentive stock option within the meaning of Section 422 of the Code or any successor provision thereto.

(y)“Independent”, when referring to either the Board or members of the Committee, shall have the same meaning as used in the rules of the national securities exchange on which any securities of the Company are listed for trading, and if not listed for trading, by the rules of the Nasdaq Stock Market.

(z)“Incumbent Board” means the Incumbent Board as defined in Section 9(b)(ii) of the Plan.

(aa)“Option” means a right granted to a Participant under Section 6(b) hereof, to purchase Shares or other Awards at a specified price during specified time periods.

(bb)“Optionee” means a person to whom an Option is granted under this Plan or any person who succeeds to the rights of such person under this Plan.

(cc)“Option Proceeds” means the cash actually received by the Company for the exercise price in connection with the exercise of Options which tax benefit shall be determined by multiplying (i) the amount that is deductible for Federal income tax purposes as a result of any such option exercise (currently, equal to the amount upon which the Participant's withholding tax obligation is calculated), times (ii) the maximum Federal corporate income tax rate for the year of exercise. With respect to Options to the extent that a Participant pays the exercise price and/or withholding taxes with Shares, Option Proceeds shall not be calculated with respect to the amounts so paid in Shares.

(dd)“Other Stock-Based Awards” means Awards granted to a Participant under Section 6(i) hereof.

(ee)“Participant” means a person who has been granted an Award under the Plan which remains outstanding, including a person who is no longer an Eligible Person.

(ff)“Performance Award” shall mean any Award of Performance Shares or Performance Units granted pursuant to Section 6(h).

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(gg)“Performance Period” means that period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are to be measured.

(hh)“Performance Share” means any grant pursuant to Section 6(h) of a unit valued by reference to a designated number of Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

(ii)“Performance Unit” means any grant pursuant to Section 6(h) of a unit valued by reference to a designated amount of property (including cash) other than Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

(jj)“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, and shall include a “group” as defined in Section 13(d) thereof.

(kk)“Related Entity” means any Subsidiary, and any business, corporation, partnership, limited liability company or other entity designated by the Board, in which the Company or a Subsidiary holds a substantial ownership interest, directly or indirectly.

(ll)“Restricted Stock” means any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such risks of forfeiture and other restrictions as the Committee, in its sole discretion, may impose (including any restriction on the right to vote such Share and the right to receive any dividends), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

(mm)“Restricted Stock Award” means an Award granted to a Participant under Section 6(d) hereof.

(nn)“Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.

(oo)“Shareholder Approval Date” means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.

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(pp)“Shares” means the shares of common stock of the Company, par value $0.0001 per share, and such other securities as may be substituted (or resubstituted) for Shares pursuant to Section 10(c) hereof.

(qq)“Stock Appreciation Right” means a right granted to a Participant under Section 6(c) hereof.

(rr)“Subsidiary” means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which the Company has the right to receive 50% or more of the distribution of profits or 50% or more of the assets on liquidation or dissolution.

(ss)“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, Awards previously granted, or the right or obligation to make future Awards, by a company acquired by the Company or any Related Entity or with which the Company or any Related Entity combines.

3.Administration.

(a)Authority of the Committee. The Plan shall be administered by the Committee, except to the extent the Board elects to administer the Plan, in which case the Plan shall be administered by only those directors who are Independent Directors, in which case references herein to the “Committee” shall be deemed to include references to the Independent members of the Board. The Committee shall have full and final authority, subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, construe and interpret the Plan and Award Agreements and correct defects, supply omissions or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. In exercising any discretion granted to the Committee under the Plan or pursuant to any Award, the Committee shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent with the treatment of other Eligible Persons or Participants.

(b)Manner of Exercise of Committee Authority. The Committee, and not the Board, shall exercise sole and exclusive discretion on any matter relating to a Participant then subject to Section 16 of the Exchange Act with respect to the Company to the extent necessary in order that transactions by such Participant shall be exempt under Rule 16b-3 under the Exchange Act. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Related Entities, Eligible Persons, Participants, Beneficiaries, transferees under Section 10(b) hereof or other persons claiming rights from or through a Participant, and shareholders. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any Related Entity, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions as the Committee may determine to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company and will not cause Awards intended to qualify as “performance-based compensation” under Code Section 162(m) to fail to so qualify. The Committee may appoint agents to assist it in administering the Plan.

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(c)Limitation of Liability. The Committee and the Board, and each member thereof, shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or Employee, the Company's independent auditors, Consultants or any other agents assisting in the administration of the Plan. Members of the Committee and the Board, and any officer or Employee acting at the direction or on behalf of the Committee or the Board, shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

4.Shares Subject to Plan.

(a)Limitation on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment as provided in Section 10(c) hereof, the total number of Shares reserved and available for delivery under the Plan shall be 5,000,000. Any Shares that are subject to Awards shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.

(b)Application of Limitation to Grants of Award. No Award may be granted if the number of Shares to be delivered in connection with such an Award or, in the case of an Award relating to Shares but settled only in cash (such as cash-only Stock Appreciation Rights), the number of Shares to which such Award relates, exceeds the number of Shares remaining available for delivery under the Plan, minus the number of Shares deliverable in settlement of or relating to then outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments if the number of Shares actually delivered differs from the number of Shares previously counted in connection with an Award.

(c)Availability of Shares Not Delivered under Awards and Adjustments to Limits.

(i)If any Shares subject to an Award are forfeited, expire or otherwise terminate without issuance of such Shares, or any Award is settled for cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, the Shares shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for Awards under the Plan, subject to Section 4(c)(v) below.

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(ii)In the event that any Option or other Award granted hereunder is exercised through the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, or withholding tax liabilities arising from such option or other award are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, then only the number of Shares issued net of the Shares tendered or withheld shall be counted for purposes ofdetermining the maximum number of Shares available for grant under the Plan.

(iii)Substitute Awards shall not reduce the Shares authorized for grant under the Plan or authorized for grant to a Participant in any period. Additionally, in the event that a company acquired by the Company or any Related Entity or with which the Company or any Related Entity combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for delivery pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for delivery under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.

(iv)Any Share that again become available for delivery pursuant to this Section 4(c) shall be added back as one (1) Share.

5.Eligibility. Awards may be granted under the Plan only to Eligible Persons.

6.Specific Terms of Awards.

(a)General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(e)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of the Participant’s Continuous Service and terms permitting a Participant to make elections relating to his or her Award. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory under the Plan. Except in cases in which the Committee is authorized to require other forms of consideration under the Plan, or to the extent other forms of consideration must be paid to satisfy the requirements of Delaware law, no consideration other than services may be required for the grant (as opposed to the exercise) of any Award.

(b)Options. The Committee is authorized to grant Options to any Eligible Person on the following terms and conditions:

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(i)Exercise Price. Other than in connection with Substitute Awards, the exercise price per Share purchasable under an Option shall be determined by the Committee, provided that such exercise price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of the Option and shall not, in any event, be less than the par value of a Share on the date of grant of the Option. If an Employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock Option is granted to such employee, the exercise price of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no less than 110% of the Fair Market Value of a Share on the date such Incentive Stock Option is granted.

(ii)Time and Method of Exercise. The Committee shall determine the time or times at which or the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which Options shall cease to be or become exercisable following termination of Continuous Service or upon other conditions, the methods by which the exercise price may be paid or deemed to be paid (including in the discretion of the Committee a cashless exercise procedure), the form of such payment, including, without limitation, cash, Shares (including without limitation the withholding of Shares otherwise deliverable pursuant to the Award), other Awards or awards granted under other plans of the Company or a Related Entity, or other property (including notes or other contractual obligations of Participants to make payment on a deferred basis provided that such deferred payments are not in violation of the Sarbanes-Oxley Act of 2002, or any rule or regulation adopted thereunder or any other applicable law), and the methods by or forms in which Shares will be delivered or deemed to be delivered to Participants.

(iii)Incentive Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options (including any Stock Appreciation Right issued in tandem therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any Incentive Stock Option under Section 422 of the Code, unless the Participant has first requested, or consents to, the change that will result in such disqualification. Thus, if and to the extent required to comply with Section 422 of the Code, Options granted as Incentive Stock Options shall be subject to the following special terms and conditions:

(A)the Option shall not be exercisable for more than ten years after the date such Incentive Stock Option is granted; provided, however, that if a Participant owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and the Incentive Stock Option is granted to such Participant, the term of the Incentive Stock Option shall be (to the extent required by the Code at the time of the grant) for no more than five years from the date of grant; and

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(B)The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares with respect to which Incentive Stock Options granted under the Plan and all other option plans of the Company (and any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) that become exercisable for the first time by the Participant during any calendar year shall not (to the extent required by the Code at the time of the grant) exceed $100,000.

(c)Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights to any Eligible Person in conjunction with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option (a “Tandem Stock Appreciation Right”), or without regard to any Option (a “Freestanding Stock Appreciation Right”), in each case upon such terms and conditions as the Committee may establish in its sole discretion, not inconsistent with the provisions of the Plan, including the following:

(i)Right to Payment. A Stock Appreciation Right shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the grant price of the Stock Appreciation Right as determined by the Committee. The grant price of a Stock Appreciation Right shall not be less than the Fair Market Value of a Share on the date of grant, in the case of a Freestanding Stock Appreciation Right, or less than the associated Option exercise price, in the case of a Tandem Stock Appreciation Right.

(ii)Other Terms. The Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances under which a Stock Appreciation Right may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which Stock Appreciation Rights shall cease to be or become exercisable following termination of Continuous Service or upon other conditions, the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to Participants, whether or not a Stock Appreciation Right shall be in tandem or in combination with any other Award, and any other terms and conditions of any Stock Appreciation Right.

(iii)Tandem Stock Appreciation Rights. Any Tandem Stock Appreciation Right may be granted at the same time as the related Option is granted or, for Options that are not Incentive Stock Options, at any time thereafter before exercise or expiration of such Option. Any Tandem Stock Appreciation Right related to an Option may be exercised only when the related Option would be exercisable and the Fair Market Value of the Shares subject to the related Option exceeds the exercise price at which Shares can be acquired pursuant to the Option. In addition, if a Tandem Stock Appreciation Right exists with respect to less than the full number of Shares covered by a related Option, then an exercise or termination of such Option shall not reduce the number of Shares to which the Tandem Stock Appreciation Right applies until the number of Shares then exercisable under such Option equals the number of Shares to which the Tandem Stock Appreciation Right applies. Any Option related to a Tandem Stock Appreciation Right shall no longer be exercisable to the extent the Tandem Stock Appreciation Right has been exercised, and any Tandem Stock Appreciation Right shall no longer be exercisable to the extent the related Option has been exercised.

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(d)Restricted Stock Awards. The Committee is authorized to grant Restricted Stock Awards to any Eligible Person on the following terms and conditions:

(i)Grant and Restrictions. Restricted Stock Awards shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, or as otherwise provided in this Plan, covering a period of time specified by the Committee (the “Restriction Period”). The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the Plan and any Award Agreement relating to a Restricted Stock Award, a Participant granted Restricted Stock shall have all of the rights of a shareholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the Restriction Period, subject to Section 10(b) below, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant.

(ii)Forfeiture. Except as otherwise determined by the Committee, upon termination of a Participant's Continuous Service during the applicable Restriction Period, the Participant's Restricted Stock that is at that time subject to a risk of forfeiture that has not lapsed or otherwise been satisfied shall be forfeited and reacquired by the Company; provided that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that forfeiture conditions relating to Restricted Stock Awards shall be waived in whole or in part in the event of terminations resulting from specified causes.

(iii)Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.

(iv)Dividends and Splits. As a condition to the grant of a Restricted Stock Award, the Committee may require or permit a Participant to elect that any cash dividends paid on a Share of Restricted Stock be automatically reinvested in additional Shares of Restricted Stock or applied to the purchase of additional Awards under the Plan. Unless otherwise determined by the Committee, Shares distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Shares or other property have been distributed.

(e)Deferred Stock Award. The Committee is authorized to grant Deferred Stock Awards to any Eligible Person on the following terms and conditions:

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(i)Award and Restrictions. Satisfaction of a Deferred Stock Award shall occur upon expiration of the deferral period specified for such Deferred Stock Award by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, a Deferred Stock Award shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine. A Deferred Stock Award may be satisfied by delivery of Shares, cash equal to the Fair Market Value of the specified number of Shares covered by the Deferred Stock, or a combination thereof, as determined by the Committee at the date of grant or thereafter. Prior to satisfaction of a Deferred Stock Award, a Deferred Stock Award carries no voting or dividend or other rights associated with Share ownership.

(ii)Forfeiture. Except as otherwise determined by the Committee, upon termination of a Participant's Continuous Service during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Deferred Stock Award), the Participant's Deferred Stock Award that is at that time subject to a risk of forfeiture that has not lapsed or otherwise been satisfied shall be forfeited; provided that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that forfeiture conditions relating to a Deferred Stock Award shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of any Deferred Stock Award.

(iii)Dividend Equivalents. Unless otherwise determined by the Committee at date of grant, any Dividend Equivalents that are granted with respect to any Deferred Stock Award shall be either (A) paid with respect to such Deferred Stock Award at the dividend payment date in cash or in Shares of unrestricted stock having a Fair Market Value equal to the amount of such dividends, or (B) deferred with respect to such Deferred Stock Award and the amount or value thereof automatically deemed reinvested in additional Deferred Stock, other Awards or other investment vehicles, as the Committee shall determine or permit the Participant to elect.

(f)Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to grant Shares to any Eligible Persons as a bonus, or to grant Shares or other Awards in lieu of obligations to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, provided that, in the case of Eligible Persons subject to Section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Committee to the extent necessary to ensure that acquisitions of Shares or other Awards are exempt from liability under Section 16(b) of the Exchange Act. Shares or Awards granted hereunder shall be subject to such other terms as shall be determined by the Committee.

(g)Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to any Eligible Person entitling the Eligible Person to receive cash, Shares, other Awards, or other property equal in value to the dividends paid with respect to a specified number of Shares, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares, Awards, or other investment vehicles, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify.

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(h)Performance Awards. The Committee is authorized to grant Performance Awards to any Eligible Person payable in cash, Shares, or other Awards, on terms and conditions established by the Committee, subject to the provisions of Section 8 if and to the extent that the Committee shall, in its sole discretion, determine that an Award shall be subject to those provisions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. Except as provided in Section 9 or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in Section 8(b), or in the case of an Award that the Committee determines shall not be subject to Section 8 hereof, any other criteria that the Committee, in its sole discretion, shall determine should be used for that purpose. The amount of the Award to be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis.

(i)Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to any Eligible Person such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan. Other Stock-Based Awards may be granted to Participants either alone or in addition to other Awards granted under the Plan, and such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan. The Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(i) shall be purchased for such consideration, (including without limitation loans from the Company or a Related Entity provided that such loans are not in violation of the Sarbanes Oxley Act of 2002, or any rule or regulation adopted thereunder or any other applicable law) paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards or other property, as the Committee shall determine.

7.Certain Provisions Applicable to Awards.

(a)Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Related Entity, or any business entity to be acquired by the Company or a Related Entity, or any other right of a Participant to receive payment from the Company or any Related Entity. Such additional, tandem, and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award or award, the Committee shall require the surrender of such other Award or award in consideration for the grant of the new Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Related Entity, in which the value of Stock subject to the Award is equivalent in value to the cash compensation (for example, Deferred Stock or Restricted Stock), or in which the exercise price, grant price or purchase price of the Award in the nature of a right that may be exercised is equal to the Fair Market Value of the underlying Stock minus the value of the cash compensation surrendered (for example, Options or Stock Appreciation Right granted with an exercise price or grant price “discounted” by the amount of the cash compensation surrendered).

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(b)Term of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided that in no event shall the term of any Option or Stock Appreciation Right exceed a period of ten years (or in the case of an Incentive Stock Option such shorter term as may be required under Section 422 of the Code).

(c)Form and Timing of Payment Under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Related Entity upon the exercise of an Option or other Award or settlement of an Award may be made in such forms as the Committee shall determine, including, without limitation, cash, Shares, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. Any installment or deferral provided for in the preceding sentence shall, however, be subject to the Company’s compliance with the provisions of the Sarbanes-Oxley Act of 2002, the rules and regulations adopted by the Securities and Exchange Commission thereunder, and all applicable rules of any national securities exchange on which the Company’s securities are listed for trading and, if not listed for trading on either the Nasdaq Stock Market or any other national securities exchange, then the rules of the Nasdaq Stock Market. The settlement of any Award may be accelerated, and cash paid in lieu of Shares in connection with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events (in addition to a Change in Control). Installment or deferred payments may be required by the Committee (subject to Section 10(e) of the Plan, including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the original Award Agreement) or permitted at the election of the Participant on terms and conditions established by the Committee. The Committee may, without limitation, make provision for the payment or crediting of a reasonable interest rate on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Shares.

(d)Exemptions from Section 16(b) Liability. It is the intent of the Company that the grant of any Awards to or other transaction by a Participant who is subject to Section 16 of the Exchange Act shall be exempt from Section 16 pursuant to an applicable exemption (except for transactions acknowledged in writing to be non-exempt by such Participant). Accordingly, if any provision of this Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 then applicable to any such transaction, such provision shall be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under Section 16(b).

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(e)Code Section 409A.

(i)If any Award constitutes a “nonqualified deferred compensation plan” under Section 409A of the Code (a “Section 409A Plan”), then the Award shall be subject to the following additional requirements, if and to the extent required to comply with Section 409A of the Code:

(A)Payments under the Section 409A Plan may not be made earlier than (u) the Participant’s separation from service, (v) the date the Participant becomes disabled, (w) the Participant’s death, (x) a specified time (or pursuant to a fixed schedule) specified in the Award Agreement at the date of the deferral of such compensation, (y) a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation, or (z) the occurrence of an unforeseeble emergency;

(B)The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;

(C)Any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall comply with the requirements of Section 409A(a)(4) of the Code; and

(D) In the case of any Participant who is specified employee, a distribution on account of a separation from service may not be made before the date which is six months after the date of the Participant’s separation from service (or, if earlier, the date of the Participant’s death).

For purposes of the foregoing, the terms “separation from service”, “disabled”, and “specified employee”, all shall be defined in the same manner as those terms are defined for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Award.

(ii)The Award Agreement for any Award that the Committee reasonably determines to constitute a Section 409A Plan, and the provisions of the Plan applicable to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A, and the Committee, in its sole discretion and without the consent of any Participant, may amend any Award Agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements of Section 409A of the Code. No Section 409A Plan shall be adjusted, modified or substituted for, pursuant to any provision of this Plan, without the consent of the Participant if any such adjustment, modification or substitution would cause the Section 409A Plan to violate the requirements of Section 409A of the Code.

8.Code Section 162(m) Provisions.

(a)Covered Employees. The Committee, in its discretion, may determine at the time an Award is granted to an Eligible Person who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, that the provisions of this Section 8 shall be applicable to such Award.

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(b)Performance Criteria. If an Award is subject to this Section 8, then the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be contingent upon achievement of one or more objective performance goals. Performance goals shall be objective and shall otherwise meet the requirements of Section 162(m) of the Code and regulations thereunder including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” One or more of the following business criteria for the Company, on a consolidated basis, and/or for Related Entities, or for business or geographical units of the Company and/or a Related Entity (except with respect to the total shareholder return and earnings per share criteria), shall be used by the Committee in establishing performance goals for such Awards: (1) earnings per share; (2) revenues or margins; (3) cash flow; (4) operating margin; (5) return on net assets, investment, capital, or equity; (6) economic value added; (7) direct contribution; (8) net income; pretax earnings; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings after interest expense and before extraordinary or special items; operating income; income before interest income or expense, unusual items and income taxes, local, state or federal and excluding budgeted and actual bonuses which might be paid under any ongoing bonus plans of the Company; (9) working capital; (10) management of fixed costs or variable costs; (11) identification or consummation of investment opportunities or completion of specified projects in accordance with corporate business plans, including strategic mergers, acquisitions or divestitures; (12) total shareholder return; (13) debt reduction; (14) market share; (15) entry into new markets, either geographically or by business unit; (16) customer retention and satisfaction; (17) strategic plan development and implementation, including turnaround plans; and/or (18) the Fair Market Value of a Share. Any of the above goals may be determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of companies that are comparable to the Company. The Committee shall exclude the impact of an event or occurrence which the Committee determines should appropriately be excluded, including without limitation (i) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (iii) a change in accounting standards required by generally accepted accounting principles.

(c)Performance Period; Timing For Establishing Performance Goals. Achievement of performance goals in respect of Performance Awards shall be measured over a Performance Period no shorter than 12 months and no longer than five years, as specified by the Committee. Performance goals shall be established not later than 90 days after the beginning of any Performance Period applicable to such Performance Awards, or at such other date as may be required or permitted for “performance-based compensation” under Code Section 162(m).

(d)Adjustments. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with Awards subject to this Section 8, but may not exercise discretion to increase any such amount payable to a Covered Employee in respect of an Award subject to this Section 8. The Committee shall specify the circumstances in which such Awards shall be paid or forfeited in the event of termination of Continuous Service by the Participant prior to the end of a Performance Period or settlement of Awards.

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(e)Committee Certification. No Participant shall receive any payment under the Plan that is subject to this Section 8 unless the Committee has certified, by resolution or other appropriate action in writing, that the performance criteria and any other material terms previously established by the Committee or set forth in the Plan, have been satisfied to the extent necessary to qualify as "performance based compensation" under Code Section 162(m).

9.Change in Control.

(a)Effect of “Change in Control.” Subject to Section 9(a)(iv), and if and only to the extent provided in the Award Agreement, or to the extent otherwise determined by the Committee, upon the occurrence of a “Change in Control,” as defined in Section 9(b):

(i)Any Option or Stock Appreciation Right that was not previously vested and exercisable as of the time of the Change in Control, shall become immediately vested and exercisable, subject to applicable restrictions set forth in Section 10(a) hereof.

(ii)Any restrictions, deferral of settlement, and forfeiture conditions applicable to a Restricted Stock Award, Deferred Stock Award or an Other Stock-Based Award subject only to future service requirements granted under the Plan shall lapse and such Awards shall be deemed fully vested as of the time of the Change in Control, except to the extent of any waiver by the Participant and subject to applicable restrictions set forth in Section 10(a) hereof.

(iii)With respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, the Committee may, in its discretion, deem such performance goals and conditions as having been met as of the date of the Change in Control.

(iv)Notwithstanding the foregoing or any provision in any Award Agreement to the contrary, if in the event of a Change in Control the successor company assumes or substitutes for an Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award, then each such outstanding Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award shall not be accelerated as described in Sections 9(a)(i), (ii) and (iii). For the purposes of this Section 9(a)(iv), an Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award shall be considered assumed or substituted for if following the Change in Control the Award confers the right to purchase or receive, for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award, for each Share subject thereto, will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.

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(b)Definition of “Change in Control”. Unless otherwise specified in an Award Agreement, a “Change in Control” shall mean the occurrence of any of the following:

(i)The acquisition by any Person of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either (A) the value of then outstanding equity securities of the Company (the “Outstanding Company Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities) (the foregoing Beneficial Ownership hereinafter being referred to as a "Controlling Interest"); provided, however, that for purposes of this Section 9(b), the following acquisitions shall not constitute or result in a Change in Control: (v) any acquisition directly from the Company; (w) any acquisition by the Company; (x) any acquisition by any Person that as of the Effective Date owns Beneficial Ownership of a Controlling Interest; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Related Entity; or (z) any acquisition by any entity pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) below; or

(ii)During any period of two (2) consecutive years (not including any period prior to the Effective Date) individuals who constitute the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii)Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its Related Entities, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or equity of another entity by the Company or any of its Related Entities (each a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Outstanding Company Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the value of the then outstanding equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or comparable governing body of an entity that does not have such a board), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or any Person that as of the Effective Date owns Beneficial Ownership of a Controlling Interest) beneficially owns, directly or indirectly, fifty percent (50%) or more of the value of the then outstanding equity securities of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the Board of Directors or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

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(iv)Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

10.General Provisions.

(a)Compliance With Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable by the Committee, postpone the issuance or delivery of Shares or payment of other benefits under any Award until completion of such registration or qualification of such Shares or other required action under any federal or state law, rule or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which the Shares or other Company securities are listed or quoted, or compliance with any other obligation of the Company, as the Committee, may consider appropriate, and may require any Participant to make such representations, furnish such information and comply with or be subject to such other conditions as it may consider appropriate in connection with the issuance or delivery of Shares or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other obligations.

(b)Limits on Transferability; Beneficiaries. No Award or other right or interest granted under the Plan shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party, or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative, except that Awards and other rights (other than Incentive Stock Options and Stock Appreciation Rights in tandem therewith) may be transferred to one or more Beneficiaries or other transferees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if and to the extent such transfers are permitted by the Committee pursuant to the express terms of an Award Agreement (subject to any terms and conditions which the Committee may impose thereon). A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

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(c)Adjustments.

(i)Adjustments to Awards. In the event that any extraordinary dividend or other distribution (whether in the form of cash, Shares, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Shares and/or such other securities of the Company or any other issuer such that a substitution, exchange, or adjustment is determined by the Committee to be appropriate, then the Committee shall, in such manner as it may deem equitable, substitute, exchange or adjust any or all of (A) the number and kind of Shares which may be delivered in connection with Awards granted thereafter, (B) the number and kind of Shares by which annual per-person Award limitations are measured under Section 5 hereof, (C) the number and kind of Shares subject to or deliverable in respect of outstanding Awards, (D) the exercise price, grant price or purchase price relating to any Award and/or make provision for payment of cash or other property in respect of any outstanding Award, and (E) any other aspect of any Award that the Committee determines to be appropriate.

(ii)Adjustments in Case of Certain Transactions. In the event of any merger, consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, any outstanding Awards may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Committee: (a) the continuation of the outstanding Awards by the Company, if the Company is a surviving entity, (b) the assumption or substitution for, as those terms are defined in Section 9(b)(iv) hereof, the outstanding Awards by the surviving entity or its parent or subsidiary, (c) full exercisability or vesting and accelerated expiration of the outstanding Awards, or (d) settlement of the value of the outstanding Awards in cash or cash equivalents or other property followed by cancellation of such Awards (which value, in the case of Options or Stock Appreciation Rights, shall be measured by the amount, if any, by which the Fair Market Value of a Share exceeds the exercise or grant price of the Option or Stock Appreciation Right as of the effective date of the transaction). The Committee shall give written notice of any proposed transaction referred to in this Section 10(c)(ii) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after the approval of such transaction), in order that Participants may have a reasonable period of time prior to the closing date of such transaction within which to exercise any Awards that are then exercisable (including any Awards that may become exercisable upon the closing date of such transaction). A Participant may condition his exercise of any Awards upon the consummation of the transaction.

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(iii)Other Adjustments. The Committee (and the Board if and only to the extent such authority is not required to be exercised by the Committee to comply with Section 162(m) of the Code) is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including Performance Awards, or performance goals relating thereto) in recognition of unusual or nonrecurring events (including, without limitation, acquisitions and dispositions of businesses and assets) affecting the Company, any Related Entity or any business unit, or the financial statements of the Company or any Related Entity, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business conditions or in view of the Committee's assessment of the business strategy of the Company, any Related Entity or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and any other circumstances deemed relevant; provided that no such adjustment shall be authorized or made if and to the extent that such authority or the making of such adjustment would cause Options, Stock Appreciation Rights, Performance Awards granted pursuant to Section 8(b) hereof to Participants designated by the Committee as Covered Employees and intended to qualify as “performance-based compensation” under Code Section 162(m) and the regulations thereunder to otherwise fail to qualify as “performance-based compensation” under Code Section 162(m) and regulations thereunder.

(d)Taxes. The Company and any Related Entity are authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company or any Related Entity and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of a Participant's tax obligations, either on a mandatory or elective basis in the discretion of the Committee.

(e)Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate the Plan, or the Committee's authority to grant Awards under the Plan, without the consent of shareholders or Participants, except that any amendment or alteration to the Plan shall be subject to the approval of the Company's shareholders not later than the annual meeting next following such Board action if such shareholder approval is required by any federal or state law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to shareholders for approval; provided that, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided in the Plan; provided that, without the consent of an affected Participant, no such Committee or the Board action may materially and adversely affect the rights of such Participant under such Award. Notwithstanding anything to the contrary, the Committee shall be authorized to amend any outstanding Option and/or Stock Appreciation Right to reduce the exercise price or grant price without the prior approval of the shareholders of the Company. In addition, the Committee shall be authorized to cancel outstanding Options and/or Stock Appreciation Rights replaced with Awards having a lower exercise price without the prior approval of the shareholders of the Company.

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(f)Limitation on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder or under any Award shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or a Related Entity; (ii) interfering in any way with the right of the Company or a Related Entity to terminate any Eligible Person's or Participant's Continuous Service at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and Employees, or (iv) conferring on a Participant any of the rights of a shareholder of the Company including, without limitation, any right to receive dividends or distributions, any right to vote or act by written consent, any right to attend meetings of shareholders or any right to receive any information concerning the Company’s business, financial condition, results of operation or prospects, unless and until such time as the Participant is duly issued Shares on the stock books of the Company in accordance with the terms of an Award. None of the Company, its officers or its directors shall have any fiduciary obligation to the Participant with respect to any Awards unless and until the Participant is duly issued Shares pursuant to the Award on the stock books of the Company in accordance with the terms of an Award. Neither the Company nor any of the Company’s officers, directors, representatives or agents are granting any rights under the Plan to the Participant whatsoever, oral or written, express or implied, other than those rights expressly set forth in this Plan or the Award Agreement.

(g)Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver Shares pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided that the Committee may authorize the creation of trusts and deposit therein cash, Shares, other Awards or other property, or make other arrangements to meet the Company's obligations under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant. The trustee of such trusts may be authorized to dispose of trust assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Committee may specify and in accordance with applicable law.

(h)Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable including incentive arrangements and awards which do not qualify under Section 162(m) of the Code.

(i)Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in the event of a forfeiture of an Award with respect to which a Participant paid cash or other consideration, the Participant shall be repaid the amount of such cash or other consideration. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

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(j)Governing Law. The validity, construction and effect of the Plan, any rules and regulations under the Plan, and any Award Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to principles of conflict of laws, and applicable federal law.

(k)Non-U.S. Laws. The Committee shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its Related Entities may operate to assure the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the objectives of the Plan.

(l)Plan Effective Date and Shareholder Approval; Termination of Plan. The Plan shall become effective on the Effective Date, subject to subsequent approval, within 12 months of its adoption by the Board, by shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed or quoted, and other laws, regulations, and obligations of the Company applicable to the Plan. Awards may be granted subject to shareholder approval, but may not be exercised or otherwise settled in the event the shareholder approval is not obtained. The Plan shall terminate at the earliest of (a) such time as no Shares remain available for issuance under the Plan, (b) termination of this Plan by the Board, or (c) the tenth anniversary of the Effective Date. Awards outstanding upon expiration of the Plan shall remain in effect until they have been exercised or terminated, or have expired.

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EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

To:       Terry M. Phillips:

This Employment Agreement (this “Agreement”), dated as of May 12, 2008 (the “Effective Date”), establishes the terms of your continued employment with SouthPeak Interactive Corporation, a Delaware corporation (the “Company”).

1.Employment Duties. You and the Company agree to your employment as Chairman on the terms contained herein. In such position, you will report directory to the Company’s Board of Directors (the “Direct Report”). You agree to perform whatever duties the Direct Report may assign you from time to time that are reasonably consistent with your position. During your employment, you agree to devote your full business time, attention, and energies to performing those duties (except as the Company may otherwise agree).

2.Term. The initial term of this Agreement shall be for a period of three years, commencing as of the Effective Date, unless terminated earlier pursuant to Section 7 below. This Agreement shall automatically renew for successive one-year periods thereafter (the initial term and each such renewal period are collectively referred to as the “Term”) unless, at least three months prior to the expiration of the initial term or any such renewal period, either party gives written notice to the other party specifically electing to terminate this Agreement at the end of the then-current initial term or renewal period, as applicable (a “Notice of Non-Renewal”). In the event a Notice of Non-Renewal is delivered by either party as provided above then, as of the end of the Term, unless you are no longer an employee of the Company as of such time, you shall become an at-will employee of the Company (provided that the provisions of this Agreement that expressly survive termination shall continue to apply to you).

3.Compensation.

(a)Salary. For all services rendered by you under this Agreement, the Company will pay you an annual salary (the “Salary”) of not less than US$100,000, which may be increased, but not decreased, from time to time in such amounts as may be determined by the Company’s Board of Directors (the “Board”) or the compensation committee thereof, in accordance with its generally applicable payroll practices.

(b)Bonus. In addition to your Salary, you shall be eligible during the Term to receive an annual bonus (the “Bonus”) based on the Company’s achievement of its financial performance goals, as determined by the Board or its compensation committee. Any such Bonus earned hereunder will be paid within 90 days after the end of the Company’s fiscal year. You must be employed at the end of the applicable fiscal year in order to receive any Bonus to which you are otherwise entitled pursuant to the terms of this Section 3(b).

(c)Equity. You shall be eligible to receive equity awards under any incentive compensation, stock option or other equity plans of the Company now in effect or which may be in effect at any time during the Term, subject to the discretion of the Board or any committee thereof designated to administer any such plan.

4.Employee Benefits. During the Term, the Company will provide you with the same benefits as it makes generally available from time to time to the Company’s senior executives, as those benefits are amended or terminated from time to time. Your participation in the Company’s benefit plans will be subject to the terms of the applicable plan documents and the Company’s generally applied policies, and the Company, in its sole discretion, may adopt, modify, interpret, or discontinue such plans or policies.

5.Vacation. You shall accrue at least four weeks of paid vacation per year. All terms and conditions of your vacation benefit will be governed by the Company’s policies in effect from time to time.

6.Expenses. The Company will reimburse you for reasonable travel and other business-related expenses you incur for the Company in performing your duties under this Agreement. You must itemize and substantiate all requests for reimbursement and submit such reimbursement requests in accordance with the Company’s policies in effect from time to time.

7.No Other Employment. While the Company employs you, you agree that you will not, directly or indirectly, provide services to any person or organization for which you receive compensation or otherwise engage in activities that would conflict or interfere significantly with your faithful performance of your duties as an employee without the Board’s prior written consent. Notwithstanding the foregoing, you may (a) make and manage personal passive business investments of your choice and serve in any director or similar type capacity with up to three civic, educational or charitable organizations, or any trade association, without seeking or obtaining the approval of the Board, provided such activities do not materially interfere or conflict with the performance of your duties hereunder, and (b) with the approval of the Board, serve on the boards of directors of other corporations.

8.Termination. Subject to the provisions of this Section 8 and of Section 9, you and the Company agree that it may terminate your employment, or you may resign, prior to the expiration of the Term, except that, if you voluntarily resign, you must provide the Company with 30 days’ prior written notice (unless the Board or your Direct Report has previously waived such notice in writing or authorized a shorter notice period).

(a)For Cause. The Company may terminate your employment for “Cause” if you:

(i)commit a material breach of (A) your obligations or agreements under this Agreement or (B) any of the covenants regarding non-disclosure of confidential information, assignment of intellectual property rights, non-competition and/or non-solicitation (collectively, “Restrictive Covenants”) applicable to you under any stock option agreement or other agreement entered into (whether before, on or after the date hereof) between you and the Company;

(ii)willfully neglect or fail to perform your material duties or responsibilities to the Company, such that the business or reputation of the Company is (or is threatened to be) materially and adversely affected;

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(iii)commit an act of embezzlement, theft, fraud or any other act of dishonesty involving the Company or any of its customers; or

(iv)are convicted of or plead guilty or no contest to a felony or other crime that involves moral turpitude.

Your termination for Cause will be effective immediately upon the Company’s mailing or written transmission of notice of such termination. Before terminating your employment for Cause under clauses (i) or (ii) above, the Company will specify in writing to you the nature of the breach, act, omission, refusal, or failure that it deems to constitute Cause and give you 30 days after you receive such notice to the correct the situation (and thus avoid termination for Cause), if such situation is capable of being corrected, unless the Company agrees to extend the time for correction.

(b)Without Cause. Subject to the applicable provisions in Sections 9 below, the Company may terminate your employment under this Agreement before the end of the Term without Cause.

(c)Disability. If you become disabled (as defined below), the Company may terminate your employment. You are “disabled” if you are unable, despite whatever reasonable accommodations the law requires, to render services to the Company for more than 90 consecutive days because of physical or mental disability, incapacity, or illness. You are also “disabled” if you are found to be disabled within the meaning of the Company’s long-term disability insurance coverage as then in effect (or would be so found if you applied for the coverage or benefits).

(d)Death. If you die during the Term, the Term will end as of the date of your death.

9.Consequences of Termination Prior to the Expiration of the Term.

(a)Payments on Termination. If you resign or the Company terminates your employment with or without Cause or because of disability or death, the Company will pay you any unpaid portion of your Salary pro-rated through the date of actual termination, reimburse any substantiated but unreimbursed business expenses, pay any accrued and unused vacation time (to the extent consistent with the Company’s policies), and provide such other benefits as applicable laws or the terms of the benefits require. Except to the extent the law requires otherwise or as otherwise provided in this Agreement or in your option, restricted stock or other equity instrument agreements, neither you nor your beneficiary or estate will have any rights or claims under this Agreement or otherwise to receive severance or any other compensation, or to participate in any other plan, arrangement, or benefit, after such termination or resignation.

(b)Termination Due to Disability. If your employment is terminated prior to the end of the Term due to disability, as determined in accordance with Section 8(c), the Company shall, in addition to the payments set forth in Section 9(a), continue to pay your Salary, as then in effect, for a period of 3 months after the date of termination of your employment (after which time the Company shall have no further obligation to pay Salary hereunder).

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(c)Termination by the Company Without Cause. Anything contained herein to the contrary notwithstanding, if before the end of the Term the Company terminates your employment without Cause (other than as a result of your death or disability), you shall be entitled to the following, in addition to the payments set forth in Section 9(a):

(i)the Company shall continue to pay your Salary, as then in effect, for a period of 3 months after the date of termination of your employment (the “Separation Period”) (after which time the Company shall have no further obligation to pay Salary hereunder); and

(ii)the Company shall provide you and your beneficiaries, throughout the Separation Period and at the Company’s expense, with continued coverage under the group medical care, disability and life insurance benefit plans or arrangements in which you are participating at the time of termination; provided, however, that if such coverage is precluded by the terms of the Company’s benefit or insurance policies, the Company shall make a cash payment to you in an amount sufficient to allow you to obtain comparable benefits for such period; and provided, further, that the Company’s obligation to provide such coverage shall be terminated if you obtain equivalent substitute coverage from another employer at any time during the Separation Period.

(d)Conditions to Separation of Employment Benefits. Notwithstanding anything to the contrary contained herein, it shall be a condition to the Company’s continued obligations under Sections 9(b) and (c) hereof that you comply with, and you agree to return any payments previously made to you under Sections 9(b) and (c) hereof if you fail to comply with, any Restrictive Covenants applicable to you. You are not required to mitigate amounts payable under this Section 9(d) by seeking other employment or otherwise, nor must you return to the Company amounts earned under subsequent employment.

10.Unauthorized Disclosure; Non-Solicitation; Non-Competition; Proprietary Rights.

(a)Unauthorized Disclosure. You agree and understand that in your position with the Company, you have been and will be exposed to and have and will receive information relating to the confidential affairs of the Company and its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company and its affiliates and other forms of information considered by the Company and its affiliates to be confidential and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). You agree that at all times during your employment with the Company and thereafter, you shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with your employment with the Company, unless required by law to disclose such information, in which case you shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible so as to enable the Company to seek an appropriate protective order or confidential treatment. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of your employment with the Company, you shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to you during or prior to your employment with the Company, and any copies thereof in his (or capable of being reduced to his) possession.

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(b)Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of your exposure to the Confidential Information of the Company and its affiliates, you agree that you shall not, during your employment with the Company (whether during the Term or thereafter) and for a one-year period thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of two percent (2%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this paragraph (b), so long as you do not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Personthat is engaged, directly or indirectly, in (or intends or proposes to engage in, or has been organized for the purpose of engaging in) interactive video game publishing. During the one-year period following the termination of your employment with the Company, upon request of the Company, you shall notify the Company of your then-current employment status.

(c)Non-Solicitation of Employees. During the Restriction Period, you shall not directly or indirectly contact, induce or solicit (or assist any Person to contact, induce or solicit) for employment any person who is, or within twelve (12) months prior to the date of such solicitation was, an employee of the Company or any of its affiliates.

(d)Non-Interference with Customers. During the Restriction Period, you shall not  contact, induce or solicit (or assist any Person to contact, induce or solicit) any Person which has a business relationship with the Company or of any of its affiliates to terminate, curtail or otherwise limit such business relationship.

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(e)Proprietary Rights. You shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by you, either alone or in conjunction with others, during your employment with the Company and related to the business or activities of the Company and its affiliates (the “Developments”). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. that are owned ab initio by the Company and/or its applicable affiliate, you hereby assign all of your right, title and interest in and to all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. you acknowledge that any rights in any developments constituting a work made for hire under the U.S. Copyright act, 17 U.S.C § 101 et seq. are owned upon creation by the Company and/or its applicable affiliate as your employer. Whenever requested to do so by the Company, you shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company and its affiliates therein. These obligations shall continue beyond the end of your employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by you while employed by the Company, and shall be binding upon your employers, assigns, executors, administrators and other legal representatives. If the Company is unable for any reason, after reasonable effort, to obtain your signature on any document needed in connection with the actions described in this paragraph, you hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney in fact to act for and your behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this section with the same legal force and effect as if executed by you.

(f)Remedies. You agree that any breach of the terms of this Section 10 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; you therefore also agree that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by you and/or any and all Persons acting for and/or with you, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from you. You and the Company further agree that the provisions of the covenants contained in this Section 10 are reasonable and necessary to protect the businesses of the Company and its affiliates because of your access to Confidential Information and his material participation in the operation of such businesses.

11.Expiration. The expiration of this Agreement upon the end of the Term following the delivery of a Notice of Non-Renewal does not constitute termination without Cause and does not entitle you to any benefits under Section 9(c).

12.Cooperation After Termination of Employment. Following the termination of your employment with the Company for any reason, you shall fully cooperate with the Company in all matters relating to the winding up of your pending work on behalf of the Company including, but not limited to, any litigation in which you are involved, and the orderly transfer of any such pending work to other employees of the Company as may be designated by the Company. The Company shall reimburse you for any out-of-pocket expenses you incur in performing any work on behalf of the Company following the termination of your employment.

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13.Restrictive Covenants. The Company and you acknowledge that the Restrictive Covenants applicable to you pursuant to any agreement entered into between you and the Company (a) shall remain in full force and effect, notwithstanding the execution and delivery of this Agreement by the parties, and (b) are intended by the parties to survive, and do survive, the expiration or termination of this Agreement and your employment with the Company.

14.Assignment. The Company shall assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, if in any such case such corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had originally been made a party hereto, but may not otherwise may not assign or otherwise transfer this Agreement or any or all of its rights, duties, obligations, or interests hereunder. You may not assign or otherwise transfer this Agreement or any or all of your rights, duties, obligations, or interests hereunder.

15.Severability. If the final determination of an arbitrator or a court of competent jurisdiction declares, after the expiration of the time within which judicial review (if permitted) of such determination may be perfected, that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will be unimpaired, and the invalid or unenforceable term or provision will be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

16.Amendment; Waiver. Neither you nor the Company may modify, amend or waive the terms of this Agreement other than by a written instrument signed by you and by another executive officer of the Company duly authorized by the Board. Either party’s waiver of the other party’s compliance with any provision of this Agreement is not a waiver of any other provision of this Agreement or of any subsequent breach by such party of a provision of this Agreement.

17.Withholding. All payments required to be made by the Company to you under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine should be withheld for payment to the applicable taxing authorities pursuant to any applicable law or regulation.

18.Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia exclusive of its choice of law provisions.

19.Survival. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Sections 7 through 20 of this Agreement shall survive the termination or expiration, for any reason, of this Agreement.

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20.Notices. Notices and other communications under this Agreement must be given in writing by personal delivery, by certified mail, return receipt requested, or by overnight delivery. You should send or deliver your notices to the Company’s corporate headquarters, to the attention of the Company’s Secretary. The Company will send or deliver any notices given to you at your address as reflected in the Company’s personnel records. You and the Company may change the notice address by providing notice of such change. You and the Company agree that notice is received on the date it is personally delivered, the date it is received by certified mail, or the date of guaranteed delivery by overnight service, at the applicable address set forth above.

21.Entire Agreement. This Agreement supersedes any prior oral or written agreements, negotiations, commitments, and writings between you and the Company with respect to the subject matter hereof. All such other agreements, negotiations, commitments, and writings will have no further force or effect; and the parties to any such other negotiation, commitment, agreement, or writing will have no further rights or obligations thereunder.

[Signature Page to Follow]

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If you accept the terms of this Agreement please sign in the space indicated below. You are encouraged to consult with any advisors you choose regarding this Agreement.

SOUTHPEAK INTERACTIVE CORPORATION
	By:
	Name:  Abhishek Jain
	Title:    Chairman, President and Chief              Executive Officer

I accept and agree to the terms of employment set forth in this Agreement:

Signature:
Name:	Terry M. Phillips
Date:	May 12, 2008

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EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

To:Melanie Mroz:

This Employment Agreement (this “Agreement”), dated as of May 12, 2008 (the “Effective Date”), establishes the terms of your continued employment with SouthPeak Interactive Corporation, a Delaware corporation (the “Company”).

1.Employment Duties. You and the Company agree to your employment as Chief Executive Officer and President on the terms contained herein. In such position, you will report directory to the Company’s Board of Directors (the “Direct Report”). You agree to perform whatever duties the Direct Report may assign you from time to time that are reasonably consistent with your position. During your employment, you agree to devote your full business time, attention, and energies to performing those duties (except as the Company may otherwise agree).

2.Term. The initial term of this Agreement shall be for a period of three years, commencing as of the Effective Date, unless terminated earlier pursuant to Section 7 below. This Agreement shall automatically renew for successive one-year periods thereafter (the initial term and each such renewal period are collectively referred to as the “Term”) unless, at least three months prior to the expiration of the initial term or any such renewal period, either party gives written notice to the other party specifically electing to terminate this Agreement at the end of the then-current initial term or renewal period, as applicable (a “Notice of Non-Renewal”). In the event a Notice of Non-Renewal is delivered by either party as provided above then, as of the end of the Term, unless you are no longer an employee of the Company as of such time, you shall become an at-will employee of the Company (provided that the provisions of this Agreement that expressly survive termination shall continue to apply to you).

3.Compensation.

(a)Salary. For all services rendered by you under this Agreement, the Company will pay you an annual salary (the “Salary”) of not less than US$150,000, which may be increased, but not decreased, from time to time in such amounts as may be determined by the Company’s Board of Directors (the “Board”) or the compensation committee thereof, in accordance with its generally applicable payroll practices.

(b)Bonus. In addition to your Salary, you shall be eligible during the Term to receive an annual bonus (the “Bonus”) based on the Company’s achievement of its financial performance goals, as determined by the Board or its compensation committee. Any such Bonus earned hereunder will be paid within 90 days after the end of the Company’s fiscal year. You must be employed at the end of the applicable fiscal year in order to receive any Bonus to which you are otherwise entitled pursuant to the terms of this Section 3(b).

(c)Equity. You shall be eligible to receive equity awards under any incentive compensation, stock option or other equity plans of the Company now in effect or which may be in effect at any time during the Term, subject to the discretion of the Board or any committee thereof designated to administer any such plan.

4.Employee Benefits. During the Term, the Company will provide you with the same benefits as it makes generally available from time to time to the Company’s senior executives, as those benefits are amended or terminated from time to time. Your participation in the Company’s benefit plans will be subject to the terms of the applicable plan documents and the Company’s generally applied policies, and the Company, in its sole discretion, may adopt, modify, interpret, or discontinue such plans or policies.

5.Vacation. You shall accrue at least four weeks of paid vacation per year. All terms and conditions of your vacation benefit will be governed by the Company’s policies in effect from time to time.

6.Expenses. The Company will reimburse you for reasonable travel and other business-related expenses you incur for the Company in performing your duties under this Agreement. You must itemize and substantiate all requests for reimbursement and submit such reimbursement requests in accordance with the Company’s policies in effect from time to time.

7.No Other Employment. While the Company employs you, you agree that you will not, directly or indirectly, provide services to any person or organization for which you receive compensation or otherwise engage in activities that would conflict or interfere significantly with your faithful performance of your duties as an employee without the Board’s prior written consent. Notwithstanding the foregoing, you may (a) make and manage personal passive business investments of your choice and serve in any director or similar type capacity with up to three civic, educational or charitable organizations, or any trade association, without seeking or obtaining the approval of the Board, provided such activities do not materially interfere or conflict with the performance of your duties hereunder, and (b) with the approval of the Board, serve on the boards of directors of other corporations.

8.Termination. Subject to the provisions of this Section 8 and of Section 9, you and the Company agree that it may terminate your employment, or you may resign, prior to the expiration of the Term, except that, if you voluntarily resign, you must provide the Company with 30 days’ prior written notice (unless the Board or your Direct Report has previously waived such notice in writing or authorized a shorter notice period).

(a)For Cause. The Company may terminate your employment for “Cause” if you:

(i)commit a material breach of (A) your obligations or agreements under this Agreement or (B) any of the covenants regarding non-disclosure of confidential information, assignment of intellectual property rights, non-competition and/or non-solicitation (collectively, “Restrictive Covenants”) applicable to you under any stock option agreement or other agreement entered into (whether before, on or after the date hereof) between you and the Company;

(ii)willfully neglect or fail to perform your material duties or responsibilities to the Company, such that the business or reputation of the Company is (or is threatened to be) materially and adversely affected;

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(iii)commit an act of embezzlement, theft, fraud or any other act of dishonesty involving the Company or any of its customers; or

(iv)are convicted of or plead guilty or no contest to a felony or other crime that involves moral turpitude.

Your termination for Cause will be effective immediately upon the Company’s mailing or written transmission of notice of such termination. Before terminating your employment for Cause under clauses (i) or (ii) above, the Company will specify in writing to you the nature of the breach, act, omission, refusal, or failure that it deems to constitute Cause and give you 30 days after you receive such notice to the correct the situation (and thus avoid termination for Cause), if such situation is capable of being corrected, unless the Company agrees to extend the time for correction.

(b)Without Cause. Subject to the applicable provisions in Sections 9 below, the Company may terminate your employment under this Agreement before the end of the Term without Cause.

(c)Disability. If you become disabled (as defined below), the Company may terminate your employment. You are “disabled” if you are unable, despite whatever reasonable accommodations the law requires, to render services to the Company for more than 90 consecutive days because of physical or mental disability, incapacity, or illness. You are also “disabled” if you are found to be disabled within the meaning of the Company’s long-term disability insurance coverage as then in effect (or would be so found if you applied for the coverage or benefits).

(d)Death. If you die during the Term, the Term will end as of the date of your death.

9.Consequences of Termination Prior to the Expiration of the Term.

(a)Payments on Termination. If you resign or the Company terminates your employment with or without Cause or because of disability or death, the Company will pay you any unpaid portion of your Salary pro-rated through the date of actual termination, reimburse any substantiated but unreimbursed business expenses, pay any accrued and unused vacation time (to the extent consistent with the Company’s policies), and provide such other benefits as applicable laws or the terms of the benefits require. Except to the extent the law requires otherwise or as otherwise provided in this Agreement or in your option, restricted stock or other equity instrument agreements, neither you nor your beneficiary or estate will have any rights or claims under this Agreement or otherwise to receive severance or any other compensation, or to participate in any other plan, arrangement, or benefit, after such termination or resignation.

(b)Termination Due to Disability. If your employment is terminated prior to the end of the Term due to disability, as determined in accordance with Section 8(c), the Company shall, in addition to the payments set forth in Section 9(a), continue to pay your Salary, as then in effect, for a period of 3 months after the date of termination of your employment (after which time the Company shall have no further obligation to pay Salary hereunder).

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(c)Termination by the Company Without Cause. Anything contained herein to the contrary notwithstanding, if before the end of the Term the Company terminates your employment without Cause (other than as a result of your death or disability), you shall be entitled to the following, in addition to the payments set forth in Section 9(a):

(i)the Company shall continue to pay your Salary, as then in effect, for a period of 3 months after the date of termination of your employment (the “Separation Period”) (after which time the Company shall have no further obligation to pay Salary hereunder); and

(ii)the Company shall provide you and your beneficiaries, throughout the Separation Period and at the Company’s expense, with continued coverage under the group medical care, disability and life insurance benefit plans or arrangements in which you are participating at the time of termination; provided, however, that if such coverage is precluded by the terms of the Company’s benefit or insurance policies, the Company shall make a cash payment to you in an amount sufficient to allow you to obtain comparable benefits for such period; and provided, further, that the Company’s obligation to provide such coverage shall be terminated if you obtain equivalent substitute coverage from another employer at any time during the Separation Period.

(d)Conditions to Separation of Employment Benefits. Notwithstanding anything to the contrary contained herein, it shall be a condition to the Company’s continued obligations under Sections 9(b) and (c) hereof that you comply with, and you agree to return any payments previously made to you under Sections 9(b) and (c) hereof if you fail to comply with, any Restrictive Covenants applicable to you. You are not required to mitigate amounts payable under this Section 9(d) by seeking other employment or otherwise, nor must you return to the Company amounts earned under subsequent employment.

10.Unauthorized Disclosure; Non-Solicitation; Non-Competition; Proprietary Rights.

(a)Unauthorized Disclosure. You agree and understand that in your position with the Company, you have been and will be exposed to and have and will receive information relating to the confidential affairs of the Company and its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company and its affiliates and other forms of information considered by the Company and its affiliates to be confidential and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). You agree that at all times during your employment with the Company and thereafter, you shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with your employment with the Company, unless required by law to disclose such information, in which case you shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible so as to enable the Company to seek an appropriate protective order or confidential treatment. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of your employment with the Company, you shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to you during or prior to your employment with the Company, and any copies thereof in his (or capable of being reduced to his) possession.

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(b)Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of your exposure to the Confidential Information of the Company and its affiliates, you agree that you shall not, during your employment with the Company (whether during the Term or thereafter) and for a one-year period thereafter (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of two percent (2%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this paragraph (b), so long as you do not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Personthat is engaged, directly or indirectly, in (or intends or proposes to engage in, or has been organized for the purpose of engaging in) interactive video game publishing. During the one-year period following the termination of your employment with the Company, upon request of the Company, you shall notify the Company of your then-current employment status.

(c)Non-Solicitation of Employees. During the Restriction Period, you shall not directly or indirectly contact, induce or solicit (or assist any Person to contact, induce or solicit) for employment any person who is, or within twelve (12) months prior to the date of such solicitation was, an employee of the Company or any of its affiliates.

(d)Non-Interference with Customers. During the Restriction Period, you shall not  contact, induce or solicit (or assist any Person to contact, induce or solicit) any Person which has a business relationship with the Company or of any of its affiliates to terminate, curtail or otherwise limit such business relationship.

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(e)Proprietary Rights. You shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by you, either alone or in conjunction with others, during your employment with the Company and related to the business or activities of the Company and its affiliates (the “Developments”). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. that are owned ab initio by the Company and/or its applicable affiliate, you hereby assign all of your right, title and interest in and to all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. you acknowledge that any rights in any developments constituting a work made for hire under the U.S. Copyright act, 17 U.S.C § 101 et seq. are owned upon creation by the Company and/or its applicable affiliate as your employer. Whenever requested to do so by the Company, you shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company and its affiliates therein. These obligations shall continue beyond the end of your employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by you while employed by the Company, and shall be binding upon your employers, assigns, executors, administrators and other legal representatives. If the Company is unable for any reason, after reasonable effort, to obtain your signature on any document needed in connection with the actions described in this paragraph, you hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney in fact to act for and your behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this section with the same legal force and effect as if executed by you.

(f)Remedies. You agree that any breach of the terms of this Section 10 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; you therefore also agree that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by you and/or any and all Persons acting for and/or with you, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from you. You and the Company further agree that the provisions of the covenants contained in this Section 10 are reasonable and necessary to protect the businesses of the Company and its affiliates because of your access to Confidential Information and his material participation in the operation of such businesses.

11.Expiration. The expiration of this Agreement upon the end of the Term following the delivery of a Notice of Non-Renewal does not constitute termination without Cause and does not entitle you to any benefits under Section 9(c).

12.Cooperation After Termination of Employment. Following the termination of your employment with the Company for any reason, you shall fully cooperate with the Company in all matters relating to the winding up of your pending work on behalf of the Company including, but not limited to, any litigation in which you are involved, and the orderly transfer of any such pending work to other employees of the Company as may be designated by the Company. The Company shall reimburse you for any out-of-pocket expenses you incur in performing any work on behalf of the Company following the termination of your employment.

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13.Restrictive Covenants. The Company and you acknowledge that the Restrictive Covenants applicable to you pursuant to any agreement entered into between you and the Company (a) shall remain in full force and effect, notwithstanding the execution and delivery of this Agreement by the parties, and (b) are intended by the parties to survive, and do survive, the expiration or termination of this Agreement and your employment with the Company.

14.Assignment. The Company shall assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, if in any such case such corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had originally been made a party hereto, but may not otherwise may not assign or otherwise transfer this Agreement or any or all of its rights, duties, obligations, or interests hereunder. You may not assign or otherwise transfer this Agreement or any or all of your rights, duties, obligations, or interests hereunder.

15.Severability. If the final determination of an arbitrator or a court of competent jurisdiction declares, after the expiration of the time within which judicial review (if permitted) of such determination may be perfected, that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will be unimpaired, and the invalid or unenforceable term or provision will be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

16.Amendment; Waiver. Neither you nor the Company may modify, amend or waive the terms of this Agreement other than by a written instrument signed by you and by another executive officer of the Company duly authorized by the Board. Either party’s waiver of the other party’s compliance with any provision of this Agreement is not a waiver of any other provision of this Agreement or of any subsequent breach by such party of a provision of this Agreement.

17.Withholding. All payments required to be made by the Company to you under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine should be withheld for payment to the applicable taxing authorities pursuant to any applicable law or regulation.

18.Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia exclusive of its choice of law provisions.

19.Survival. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Sections 7 through 20 of this Agreement shall survive the termination or expiration, for any reason, of this Agreement.

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20.Notices. Notices and other communications under this Agreement must be given in writing by personal delivery, by certified mail, return receipt requested, or by overnight delivery. You should send or deliver your notices to the Company’s corporate headquarters, to the attention of the Company’s Secretary. The Company will send or deliver any notices given to you at your address as reflected in the Company’s personnel records. You and the Company may change the notice address by providing notice of such change. You and the Company agree that notice is received on the date it is personally delivered, the date it is received by certified mail, or the date of guaranteed delivery by overnight service, at the applicable address set forth above.

21.Entire Agreement. This Agreement supersedes any prior oral or written agreements, negotiations, commitments, and writings between you and the Company with respect to the subject matter hereof. All such other agreements, negotiations, commitments, and writings will have no further force or effect; and the parties to any such other negotiation, commitment, agreement, or writing will have no further rights or obligations thereunder.

[Signature Page to Follow]

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If you accept the terms of this Agreement please sign in the space indicated below. You are encouraged to consult with any advisors you choose regarding this Agreement.

SOUTHPEAK INTERACTIVE CORPORATION
	By:
	Name:	Abhishek Jain
	Title:	Chairman, President and Chief Executive Officer

I accept and agree to the terms of employment set forth in this Agreement:

Signature:
Name:	Melanie Mroz
Date:	May 12, 2008

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EX-10.4

Exhibit 10.4

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 12th day of May, 2008 by and among Global Services Partners Acquisition Corp., a Delaware corporation (together with its successors and assigns, “GSPAC”), SouthPeak Interactive L.L.C., a Virginia limited liability company (“SouthPeak”), and the Investors set forth on the signature pages affixed hereto on and after the date hereof (each an “Investor” and collectively the “Investors”).

Recitals

A. GSPAC, SouthPeak and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended; and

B. The Investors wish to purchase from GSPAC, and GSPAC wishes to sell and issue to the Investors, upon the terms and conditions stated in this Agreement up to 15,000,000 shares (the “Shares”) of GSPAC’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), at a purchase price of $1.00 per share; and

C. Contemporaneous with the sale of the Shares, the parties hereto will execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which GSPAC will agree to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and applicable state securities laws.

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” means the transaction contemplated under the Acquisition Agreement.

“Acquisition Agreement” means the definitive agreement contemplated under that certain Agreement entered into on or about the date of this Agreement, by and among GSPAC, SouthPeak and the Members of SouthPeak under which GSPAC shall have acquired all of the membership interests in SouthPeak.

“Affiliate” means, with respect to any Person, any other Person which, directly or indirectly through one or more intermediaries, Controls, is controlled by, or is under common control with, such Person.

“Business Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

“Common Stock” means the common stock of GSPAC, par value $.0001 per share.

“Confidential Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information).

“Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Disclosure Schedule” means the document attached hereto as Schedule 1 which (i) contains matters required to be disclosed pursuant to Sections 4 and 5 hereof that correspond to the numbered sections contained in such sections and (ii) lists exceptions to the representations and warranties that correspond to the numbered sections contained in Sections 4 and 5.

“Effective Date” means the date on which the initial Registration Statement is declared effective by the SEC.

“Effectiveness Deadline” means the date on which the initial Registration Statement is required to be declared effective by the SEC under the terms of the Registration Rights Agreement.

“Financial Statements” means as to SouthPeak (i) the audited balance sheets and statements of income as of the end of and for the fiscal years ended June 30, 2006 and 2007 and (ii) the unaudited balance sheet and the unaudited statements of income and cash flows for the six months ended December 31, 2007 and as to GSPAC means (i) the audited balance sheets and statements of income as of the end of and for the fiscal years ended July 31, 2006 and 2007 and (ii) the unaudited balance sheet and the unaudited statements of income and cash flows for the six months ended January 31, 2008.

“GSPAC’s Knowledge” means that which is known, or should be known, by those Persons serving as of the date hereof as the executive officers (as defined in Rule 405 under the 1933 Act) of GSPAC, after due inquiry.

“Intellectual Property” means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; (v) proprietary computer software (including but not limited to data, data bases and documentation); and (vi) licenses for the foregoing including, but not limited to, licenses for software developed by third parties for the use or benefit of SouthPeak.

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“Material Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business, or prospects of an entity or its Subsidiaries taken as a whole, (ii) the ability of an entity to perform any of its obligations under the Transaction Documents or (iii) the legality, validity or enforceability of the transactions contemplated hereby.

“Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“Purchase Price” means $1.00.

“Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“SEC Filings” has the meaning set forth in Section 4.6.

“SouthPeak’s Knowledge” means that which is known, or should be known, by those Persons serving as of the date hereof as the executive officers (as defined in Rule 405 under the 1933 Act) of SouthPeak, after due inquiry.

“Subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

“Transaction Documents” means this Agreement, the Acquisition Agreement and the Registration Rights Agreement.

“1933 Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

2. Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement, each of the Investors shall severally, and not jointly, purchase, and GSPAC shall sell and issue to the Investors, the Shares in the respective amounts set forth opposite each Investor’s name on the signature pages attached hereto from time to time in exchange for the Purchase Price as specified in Section 3 below.

3. Closing. Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by an Investor, GSPAC shall deliver to Olshan Grundman Frome Rosenzweig & Wolosky LLP, in trust, a certificate or certificates, registered in such name or names as each Investor may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investor only upon payment in full of the Purchase Price to GSPAC by the Investor. Upon such receipt by Olshan Grundman Frome Rosenzweig & Wolosky LLP, of the certificates, each Investor shall promptly, but no more than one Business Day thereafter, cause a wire transfer in same day funds to be sent to the account of GSPAC as instructed in writing by GSPAC, in an amount representing such Investor’s pro rata portion of the Purchase Price as set forth on the signature pages to this Agreement. On each date (a “Closing Date”) GSPAC receives the Purchase Price, the certificates evidencing the Shares shall be released to the Investors (each a “Closing”). Each Closing of the purchase and sale of the Shares shall take place at the offices of Greenberg Traurig, LLP, 1750 Tysons Boulevard, suite 1200, Mclean, Virginia 22101, or at such other location and on such other date as GSPAC and each Investor shall mutually agree.

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4. Representations and Warranties of GSPAC. Except as set forth in the Disclosure Schedule, GSPAC hereby represents and warrants to the Investors as of the initial Closing Date hereunder as follows:

4. 1 Organization, Good Standing and Qualification. Each of GSPAC and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted and to own its properties. Each of GSPAC and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had and could not reasonably be expected to have a Material Adverse Effect. GSPAC’s Subsidiaries as of the date of this Agreement are listed on Schedule 4.1 of the Disclosure Schedule.

4.2 Authorization. GSPAC has full power and authority and has taken all requisite action, whether on the part of GSPAC, its officers, directors or stockholders, necessary for (i) the authorization, execution and delivery of the Transaction Documents to which it is a party, (ii) the authorization of the performance of all of its obligations hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Shares. The Transaction Documents constitute the legal, valid and binding obligations of GSPAC, enforceable against GSPAC in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

4.3 Capitalization. Schedule 4.3 of the Disclosure Schedule sets forth (a) the authorized capital stock of GSPAC on the date hereof and (b) the number of shares of capital stock issued and outstanding, exclusive of the Shares and (c) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares) exercisable for, or convertible into or exchangeable for any shares of capital stock of GSPAC. All of the issued and outstanding shares of GSPAC’s capital stock have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by GSPAC, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to preemptive or similar statutory or contractual rights with respect to any of GSPAC’s securities. Except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which GSPAC or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement or the Acquisition Agreement, neither GSPAC nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among GSPAC and any of its securityholders relating to GSPAC securities held by them. Except as described on Schedule 4.3 and except as provided in the Registration Rights Agreement, no Person has the right to require GSPAC to register any of its securities under the 1933 Act, whether on a demand basis or in connection with the registration of GSPAC’s securities for its own account or for the account of any other Person.

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The issuance and sale of the Shares hereunder will not obligate GSPAC to issue shares of Preferred Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security.

GSPAC does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in GSPAC upon the occurrence of certain events.

4.4 Valid Issuance. The Shares, upon the filing of the Certificate of Designations substantially in the form of Exhibit C attached hereto, will be duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

4.5 Consents. GSPAC’s execution, delivery and performance of the Transaction Documents and the offer, issuance and sale of the Shares require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which GSPAC undertakes to file within the applicable time periods. Subject to the accuracy of the representations and warranties of each Investor set forth in Section 6 hereof, GSPAC has taken all action necessary to exempt (i) the issuance and sale of the Shares, and (ii) the other transactions contemplated by the Transaction Documents from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on GSPAC or to which GSPAC or any of its assets and properties may be subject and any provision of GSPAC’s Certificate of Incorporation or Bylaws that is or could reasonably be expected to become applicable to the Investors as a result of the transactions contemplated hereby, including without limitation, the issuance of the Shares and the ownership, disposition or voting of the Shares by the Investors or the exercise of any right granted to the Investors pursuant to this Agreement or the other Transaction Documents.

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4.6 Delivery of SEC Filings; Business. GSPAC has made available to the Investors through the EDGAR system, true and complete copies of its most recent Annual Report on Form 10-K for the fiscal year ended July 31, 2007 (the “10-K”), all other reports filed by GSPAC pursuant to the 1934 Act since the filing of the 10-K and prior to the date hereof (including all Quarterly Reports on Form 10-Q), and the Definitive Proxy Statement (No. 000-51869), filed with the Securities and Exchange Commission on April 11, 2008 (“Proxy Statement”), (collectively, the “SEC Filings”). The SEC Filings are the only filings required of GSPAC pursuant to the 1934 Act for such period. GSPAC and its Subsidiaries are engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of GSPAC’s business and that of its Subsidiaries, taken as a whole.

4.7 Use of Proceeds. The net proceeds of the sale of the Shares hereunder shall be used by GSPAC for working capital and general corporate purposes.

4.8 SEC Filings.

(a) At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(b) Each registration statement and any amendment thereto filed by GSPAC since September 15, 2005 pursuant to the 1933 Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

4.9 No Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by GSPAC and the issuance and sale of the Shares will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under or otherwise accelerate any rights pursuant to (i) GSPAC’s Certificate of Incorporation or Bylaws, both as in effect on the Closing Date (true and complete copies of which have been made available to the Investors), or (ii)(a) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over GSPAC, any Subsidiary or any of their respective assets or properties, or (b) any agreement or instrument to which GSPAC or any Subsidiary is a party or by which GSPAC or a Subsidiary is bound or to which any of their respective assets or properties is subject, except, in the case of clause (ii) only, for such conflicts, breaches or violations as have not had and could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

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4.10 Litigation. There are no pending actions, suits or proceedings against or affecting GSPAC, its Subsidiaries or any of its or their properties; and to GSPAC’s Knowledge, no such actions, suits or proceedings are threatened or contemplated. Neither GSPAC nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to GSPAC’s Knowledge, there is not pending or contemplated, any investigation by the SEC involving GSPAC or any current or former director or officer of GSPAC. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by GSPAC or any Subsidiary under the 1933 Act or the 1934 Act.

4.11 Financial Statements. The financial statements included in each SEC Filing present fairly, in all material respects, GSPAC’s consolidated financial position as of the dates shown and its consolidated results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth in GSPAC’s financial statements included in the SEC Filings filed prior to the date hereof or as described on Schedule 4.11 of the Disclosure Schedule, neither GSPAC nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

4.12 Brokers and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon GSPAC, any Subsidiary or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of GSPAC.

4.13 No Directed Selling Efforts or General Solicitation. Neither GSPAC nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Shares.

4.14 Private Placement. Assuming the accuracy of the representations and warranties made by the Investors set forth in Section 6 hereof, the offer and sale of the Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

4.15 Transactions with Affiliates. Except as disclosed in the SEC Filings, none of GSPAC’s officers or directors is presently a party to any transaction with GSPAC or any Subsidiary (other than as holders of stock options and/or warrants, and for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to GSPAC’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

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4.16Internal Controls. GSPAC is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to GSPAC. GSPAC and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. GSPAC has established disclosure controls and procedures (as defined in 1934 Act Rules 13a-15(e) and 15d-15(e)) for GSPAC and designed such disclosure controls and procedures to ensure that material information relating to GSPAC, including the Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which GSPAC's most recently filed periodic report under the 1934 Act, as the case may be, is being prepared. GSPAC’s certifying officers have evaluated the effectiveness of GSPAC’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the "Evaluation Date"). GSPAC presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in GSPAC’s internal controls (as such term is defined in Item 308 of Regulation S-K) or, to GSPAC’s Knowledge, in other factors that could significantly affect GSPAC’s internal controls. GSPAC maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the 1934 Act.

4.17 Disclosures. Except as described on Schedule 4.17 of the Disclosure Schedule, neither GSPAC nor any Person acting on its behalf has provided the Investors or their agents or counsel with any information that constitutes or might constitute material, non-public information, other than the terms of the transactions contemplated hereby. The written materials delivered to the Investors in connection with the transactions contemplated by the Transaction Documents do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

4.18 Tax Matters. GSPAC has timely prepared and filed all tax returns required to have been filed by it with all appropriate governmental agencies and timely paid all taxes shown thereon or otherwise owed by it. The charges, accruals and reserves on the books of GSPAC in respect of taxes for all fiscal periods are adequate in all material respects, and there are no material unpaid assessments against GSPAC nor, to GSPAC Knowledge, any basis for the assessment of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment which is not material to GSPAC, taken as a whole. All taxes and other assessments and levies that GSPAC is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third party when due. There are no tax liens or claims pending or, to GSPAC Knowledge, threatened against GSPAC or any of its respective assets or property. There are no outstanding tax sharing agreements or other such arrangements between GSPAC and any other entity.

4.19 Labor Matters. Since its incorporation, GSPAC has not employed any individual.

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5. Representations and Warranties of SouthPeak. Except as set forth in the Disclosure Schedule, SouthPeak hereby represents and warrants to the Investors as of the initial Closing Date hereunder as follows:

5.1Organization, Good Standing and Qualification. SouthPeak is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as now conducted and to own its properties. SouthPeak is duly qualified to do business as a foreign limited liability company and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had and could not reasonably be expected to have a Material Adverse Effect. SouthPeak does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Subsidiary.

5.2Capitalization. The members of SouthPeak set forth in the Acquisition Agreement represent all of the members of SouthPeak. Except as set forth in the Proxy Statement, there are no outstanding warrants, options, convertible securities or other rights to acquire any interest or other securities in SouthPeak.

5.3 Authorization. SouthPeak has full power and authority and has taken all requisite action, whether on the part of SouthPeak, its officers, members or managers, necessary for (i) the authorization, execution and delivery of each of the Transaction Documents to which it is a party and (ii) the authorization of the performance of all of its obligations hereunder or thereunder. To the extent it is a party thereto, the Transaction Documents constitute the legal, valid and binding obligations of SouthPeak, enforceable against SouthPeak in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

5.4No Material Adverse Change. Since June 30, 2007, except as identified and described in the Proxy Statement, there has not been:

(i) any change in the consolidated assets, liabilities, financial condition or operating results of SouthPeak from that reflected in SouthPeak’s financial statements, a copy of which has been provided to Investors, except for changes in the ordinary course of business which have not had and could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, including loans incurred in the approximate amount of $440,000, the proceeds of which were distributed to SouthPeak’s members for the payment of income taxes;

(ii) any material damage, destruction or loss, whether or not covered by insurance to any of SouthPeak’s assets or properties;

(iii) any declaration or payment of any dividend other than distributions to members for payment of income taxes, or any authorization or payment of any distribution on any of the membership interests of SouthPeak, or any redemption or repurchase of any securities of SouthPeak;

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(iv) any waiver, not in the ordinary course of business, by SouthPeak of a material right or of a material debt owed to it;

(v) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by SouthPeak, except in the ordinary course of business or which is not material to the assets, properties, financial condition, operating results or business of SouthPeak taken as a whole (as such business is presently conducted and as it is proposed to be conducted);

(vi) any change or amendment to SouthPeak’ Operating Agreement, or material change to any material contract or arrangement by which SouthPeak is bound or to which any of its respective assets or properties is subject;

(vii) any material labor difficulties or labor union organizing activities with respect to SouthPeak’s employees;

(viii) any material transaction entered into by SouthPeak other than in the ordinary course of business;

(ix) the loss of the services of any key employee, or material change in the composition or duties of the senior management of SouthPeak;

(x) the loss of any customer which has had or could reasonably be expected to have a Material Adverse Effect; or

(xi) any other event or condition of any character that has had or could reasonably be expected to have a Material Adverse Effect.

5.5No Conflict, Breach, Violation or Default. The execution, delivery and performance of each of the Transaction Documents to which SouthPeak is a party will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under or otherwise accelerate any rights pursuant to (i) SouthPeak’s Operating Agreement as in effect on the date hereof (true and complete copies of which have been made available to the Investors), or (ii)(a) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over SouthPeak or any of its assets or properties, or (b) any agreement or instrument to which SouthPeak is a party or by which SouthPeak is bound or to which any of its assets or properties is subject, except, in the case of clause (ii) only, for such conflicts, breaches or violations as have not had and could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

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5.6 Tax Matters. SouthPeak has timely prepared and filed all tax returns required to have been filed by it with all appropriate governmental agencies and timely paid all taxes shown thereon or otherwise owed by it. The charges, accruals and reserves on the books of SouthPeak in respect of taxes for all fiscal periods are adequate in all material respects, and there are no material unpaid assessments against SouthPeak nor, to SouthPeak’s Knowledge, any basis for the assessment of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment which is not material to South Peak, taken as a whole. All taxes and other assessments and levies that SouthPeak is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third party when due. There are no tax liens or claims pending or, to SouthPeak’s Knowledge, threatened against SouthPeak or any of its respective assets or property. There are no outstanding tax sharing agreements or other such arrangements between SouthPeak and any other entity.

5.7 Title to Properties. Except as described in Schedule 5.7, SouthPeak has good and marketable title to all real properties and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or currently planned to be made thereof by it; and except as disclosed in Schedule 5.7, SouthPeak holds any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof by it.

5.8 Certificates, Authorities and Permits. SouthPeak possesses adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it, and SouthPeak has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to SouthPeak, could reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

5.9 Labor Matters.

(a) SouthPeak is not a party to or bound by any collective bargaining agreements or other agreements with labor organizations. SouthPeak has not violated in any material respect any laws, regulations, orders or contract terms, affecting the collective bargaining rights of employees, labor organizations or any laws, regulations or orders affecting employment discrimination, equal opportunity employment, or employees’ health, safety, welfare, wages and hours.

(b) (i) There are no labor disputes existing, or to SouthPeak’s Knowledge, threatened, involving strikes, slow-downs, work stoppages, job actions, disputes, lockouts or any other disruptions of or by SouthPeak’s employees, (ii) there are no unfair labor practices or petitions for election pending or, to SouthPeak’s Knowledge, threatened before the National Labor Relations Board or any other federal, state or local labor commission relating to SouthPeak’s employees, (iii) no demand for recognition or certification heretofore made by any labor organization or group of employees is pending with respect to SouthPeak and (iv) to SouthPeak’s Knowledge, it enjoys good labor and employee relations with its employees and labor organizations.

(c) SouthPeak is, and at all times has been, in compliance in all material respects with all applicable laws respecting employment (including laws relating to classification of employees and independent contractors) and employment practices, terms and conditions of employment, wages and hours, and immigration and naturalization. There are no claims pending against SouthPeak before the Equal Employment Opportunity Commission or any other administrative body or in any court asserting any violation of Title VII of the Civil Rights Act of 1964, the Age Discrimination Act of 1967, 42 U.S.C. §§ 1981 or 1983 or any other federal, state or local Law, statute or ordinance barring discrimination in employment.

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(d) Except as disclosed in the Proxy Statement, SouthPeak is not a party to, or bound by, any employment or other contract or agreement that contains any severance, termination pay or change of control liability or obligation, including, without limitation, any “excess parachute payment,” as defined in Section 280G(b) of the Internal Revenue Code.

(e) Except as specified in Schedule 5.8, each of SouthPeak’s employees is a Person who is either a United States citizen or a permanent resident entitled to work in the United States. To SouthPeak’s Knowledge, SouthPeak has no liability for the improper classification by SouthPeak of such employees as independent contractors or leased employees prior to the Closing.

5.10 Intellectual Property.

(a) All Intellectual Property of SouthPeak is currently in compliance with all legal requirements (including timely filings, proofs and payments of fees) and is valid and enforceable. No SouthPeak Intellectual Property which is necessary for the conduct of SouthPeak’s business as currently conducted has been or is now involved in any cancellation, dispute or litigation, and, to SouthPeak’s Knowledge, no such action is threatened. No patent of SouthPeak’s has been or is now involved in any interference, reissue, re-examination or opposition proceeding.

(b) All of the material licenses and material sublicenses and material consent, royalty or other agreements concerning Intellectual Property which are necessary for the conduct of SouthPeak’s business as currently conducted, to which SouthPeak is a party or by which any of its assets are bound (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than $10,000 per license) (collectively, “License Agreements”) are valid and binding obligations of SouthPeak and, to SouthPeak’s Knowledge, the other parties thereto, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally, and there exists no event or condition which will result in a material violation or breach of or constitute (with or without due notice or lapse of time or both) a default by SouthPeak under any such License Agreement.

(c) SouthPeak owns or has the valid right to use all of the Intellectual Property that is necessary for the conduct of its business as currently conducted and for the ownership, maintenance and operation of its properties and assets, free and clear of all liens, encumbrances, adverse claims or obligations to license all such owned Intellectual Property and Confidential Information, other than licenses entered into in the ordinary course of its business. SouthPeak has a valid and enforceable right to use all third party Intellectual Property and Confidential Information used or held for use in the business of SouthPeak.

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(d) The conduct of SouthPeak’s business as currently conducted does not infringe or otherwise impair or conflict with (collectively, “Infringe”) any Intellectual Property rights of any third party or any confidentiality obligation owed to a third party, and, to SouthPeak’s Knowledge, the Intellectual Property and Confidential Information of SouthPeak which are necessary for the conduct of SouthPeak’s business as currently conducted are not being Infringed by any third party. There is no litigation or order pending or outstanding or, to SouthPeak’s Knowledge, threatened or imminent, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any Intellectual Property or Confidential Information of SouthPeak and SouthPeak’s use of any Intellectual Property or Confidential Information owned by a third party, and, to SouthPeak’s Knowledge, there is no valid basis for the same.

(e) The consummation of the transactions contemplated hereby and by the other Transaction Documents will not result in the alteration, loss, impairment of or restriction on SouthPeak’s ownership or right to use any of the Intellectual Property or Confidential Information which is necessary for the conduct of its business as currently conducted.

(f) SouthPeak has taken reasonable steps to protect its rights in its Intellectual Property and Confidential Information. Each employee, consultant and contractor who has had access to Confidential Information which is necessary for the conduct of SouthPeak’s business as currently conducted has executed an agreement to maintain the confidentiality of such Confidential Information and has executed appropriate agreements that are substantially consistent with SouthPeak’s standard forms thereof. Except under confidentiality obligations, there has been no material disclosure of any of SouthPeak’s Confidential Information to any third party.

5.11 Environmental Matters. SouthPeak is not in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), does not own or operate any real property contaminated with any substance that is subject to any Environmental Laws, is not liable for any off-site disposal or contamination pursuant to any Environmental Laws, is not subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim has had or could reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to SouthPeak’s Knowledge, threatened investigation that might lead to such a claim.

5.12Litigation. There are no pending actions, suits or proceedings against or affecting SouthPeak or any of its properties; and to SouthPeak’s Knowledge, no such actions, suits or proceedings are threatened or contemplated. Except for Terry Phillips, neither SouthPeak, nor any member, manager or officer thereof has been the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to SouthPeak’s Knowledge, there is not pending or contemplated, any investigation by the SEC involving SouthPeak or any current or former member, manager or officer of SouthPeak.

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5.13Financial Statements. SouthPeak has as made available to the Investors true and complete copies of its most recent Financial Statements. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, fairly present the financial condition, results of operations and cash flows of SouthPeak as of the respective dates thereof and for the periods referred to therein and are consistent with the books and records of SouthPeak and are true, accurate and correct in all material respects; provided, however, that the Financial Statements referred to in clause (ii) of the definition of such term are subject to normal recurring year-end adjustments and do not include footnotes.

5.14Insurance Coverage. SouthPeak maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by SouthPeak, and SouthPeak reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is customary for comparably situated companies to insure.

5.15 Brokers and Finders. Except for HCFP/Brenner Securities LLC, no Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon SouthPeak for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of SouthPeak.

5.16 No Directed Selling Efforts or General Solicitation. Neither SouthPeak nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Shares.

5.17Transactions with Affiliates. Except as disclosed in the Proxy Statement, none of the officers, members or managers of SouthPeak and, to SouthPeak’s Knowledge, none of its employees is presently a party to any transaction with SouthPeak (other than as holders of membership interests, and for services as employees, officers and managers), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, member, manager or such employee or, to SouthPeak’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

5.18 Disclosures. Except as described on Schedule 5.18 of the Disclosure Schedule, neither SouthPeak nor any Person acting on its behalf has provided the Investors or their agents or counsel with any information that constitutes or might constitute material, non-public information, other than the terms of the transactions contemplated hereby. The written materials delivered to the Investors in connection with the transactions contemplated by the Transaction Documents do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

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6.Representations and Warranties of the Investors. Each of the Investors hereby severally, and not jointly, represents and warrants to each of GSPAC and SouthPeak that:

6.1 Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Shares pursuant to this Agreement.

6.2 Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will constitute the legal, valid and binding obligations of such Investor, enforceable against such Investor in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

6.3 Purchase Entirely for Own Account. The Shares to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

6.4 Investment Experience. Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

6.5 Disclosure of Information. Such Investor has had an opportunity to receive all information related to each of GSPAC and SouthPeak requested by it and to ask questions of and receive answers from GSPAC and SouthPeak regarding their respective businesses and the terms and conditions of the offering of the Shares. Such Investor acknowledges receipt of copies of the SEC Filings. Neither such inquiries nor any other due diligence investigation conducted by such Investor shall modify, limit or otherwise affect such Investor’s right to rely on the representations and warranties of GSPAC and SouthPeak contained in this Agreement. The parties agree that each Investor may determine that it wants to limit the type of information that it receives and, consequently, each Investor shall have the ability to perform its due diligence investigation in the manner it determines is appropriate and may request not to receive any material non-public information relating to GSPAC.

6.6 Restricted Securities. Such Investor understands that the Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from GSPAC in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

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6.7 Legends. It is understood that, except as provided below, certificates evidencing the Shares may bear the following or any similar legend:

(a) “The securities represented hereby have not been registered under the Securities Act of 1933 or any applicable state securities laws and may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144(k), or (iii) GSPAC has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification under applicable state securities laws.”

(b) If required by the authorities of any state in connection with the issuance of sale of the Shares, the legend required by such state authority.

(c) GSPAC acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in, some or all of the legended Shares in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of GSPAC and no legal opinion of legal counsel to the pledge, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the transferee of the pledge. No notice shall be required of such pledge, but Investor’s transferee shall promptly notify GSPAC of any such subsequent transfer or foreclosure. Each Investor acknowledges that GSPAC shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Shares or for any agreement, understanding or arrangement between any Investor and its pledgee or secured party. At the appropriate Investor’s expense, GSPAC will execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Investor acknowledges and agrees that, except as otherwise provided in Section 8.2, any Shares subject to a pledge or security interest as contemplated by this Section 6.7 shall continue to bear the legend set forth in this Section 6.7 and be subject to the restrictions on transfer set forth in this Agreement.

6.8 Accredited Investor. Such Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act.

6.9 No General Solicitation. Such Investor did not learn of the investment in the Shares as a result of any general solicitation or general advertising.

6.10 Brokers and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon SouthPeak, GSPAC, any Subsidiary or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.

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6.11 Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Shares, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1934 Act) with respect to GSPAC’s Common Stock, granted any other right (including, without limitation, any put or call option) with respect to such Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the shares of Common Stock underlying the Preferred Stock (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 6.11 are being made for the benefit of the Investors as well as GSPAC and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 6.11.

6.12 Regulation M. Such Investor is aware that the anti-manipulation rules of Regulation M under the 1934 Act may apply to sales of Preferred Stock and other activities with respect to the Preferred Stock by the Investors.

6.13 Residency. Such Investor’s principal executive offices are in the jurisdiction set forth in the address for notice for such Investor on the applicable signature page attached hereto.

7. Conditions to Closing.

7.1 Conditions to the Investors’ Obligations. The obligation of each Investor to purchase the Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only):

(a) The representations and warranties made by GSPAC in Section 4 hereof and by SouthPeak in Section 5 hereof not qualified as to materiality shall be true and correct in all material respects when made and shall be true and correct in all material respects at and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date. GSPAC and SouthPeak, as applicable, shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

(b) GSPAC and SouthPeak, as applicable, shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares and the consummation of the other transactions contemplated by the Transaction Documents, including those consents, permits, approvals, registrations and waivers as set forth in Sections 7.2(d) and (e) below, all of which shall be in full force and effect.

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(c) GSPAC shall have executed and delivered the Registration Rights Agreement.

(d) Closing shall have occurred under the Acquisition Agreement and the Amended and Restated Certificate of Incorporation attached hereto as Exhibit B and the Certificate of Designations attached hereto as Exhibit C shall have been filed with the Delaware Secretary of State.

(e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

(f) GSPAC shall have delivered a Certificate, executed on behalf of GSPAC by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a),(b),(d),(e) and (i) of this Section 7.1. SouthPeak shall have delivered a Certificate, executed on behalf of SouthPeak by its managing member, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (b),(d) and (e) of this Section 7.1.

(g) GSPAC shall have delivered a Certificate, executed on behalf of GSPAC by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of GSPAC approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, certifying the current versions of its Certificate of Incorporation and Bylaws and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of GSPAC.

(h) SouthPeak shall have delivered a Certificate, executed on behalf of SouthPeak, dated as of the Closing Date, certifying the resolutions adopted by the Managers of GSPAC approving the transactions contemplated by this Agreement and the other Transaction Documents, certifying the current version of its Operating Agreement and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of SouthPeak.

(i) The Investors shall have received an opinion from Greenberg Traurig, LLP, GSPAC’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and attached hereto as Exhibit D, addressing such legal matters as the Investors may reasonably request.

(j) No stop order or suspension of trading shall have been imposed by any Self-Regulatory Organization, the SEC or any other governmental or regulatory body with respect to public trading in the Preferred Stock.

(k) The members of SouthPeak shall have executed a lock-up agreement in form and substance satisfactory to the Investors at the initial Closing under this Agreement.

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7.2 Conditions to Obligations of GSPAC. GSPAC’s obligation to sell and issue the Shares at the Closing is subject to the fulfillment to the satisfaction of GSPAC on or prior to the Closing Date of the following conditions, any of which may be waived by GSPAC:

(a) The representations and warranties made by the Investors in Section 6 hereof, other than the representations and warranties contained in Sections 6.3, 6.4, 6.5, 6.6, 6.7, 6.8 and 6.9 (the “Investment Representations”), shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Investment Representations shall be true and correct in all respects when made, and shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Investors shall have performed in all material respects all obligations and covenants herein required to be performed by them on or prior to the Closing Date.

(b) The Investors shall have executed and delivered the Registration Rights Agreement.

(c) The Acquisition shall have been consummated on or before May 31, 2008.

(d) GSPAC’s wholly-owned subsidiary, SouthPeak Interactive Corporation (“SP Holdings”), and SP Holdings’ wholly-owned subsidiary, GSPAC Merger GSPAC, shall have been merged with and into GSPAC (the “Merger”) and GSPAC shall have received all applicable approvals of such Merger required under Delaware corporate law and federal securities laws.

(e) The Amended and Restated Certificate of Incorporation and Certificate of Designations attached hereto as Exhibits B and C shall have been filed with the Delaware Secretary of State.

7.3 Conditions to Obligations of SouthPeak. SouthPeak’s obligation to consummate the transactions contemplated by this Agreement and the Transaction Documents, to the extent it is a party thereto, is subject to the fulfillment to the satisfaction of SouthPeak on or prior to the Closing Date of the following conditions, any of which may be waived by SouthPeak:

(a) The representations and warranties made by the Investors in Section 6 hereof, other than the Investment Representations, shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Investment Representations shall be true and correct in all respects when made, and shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Investors shall have performed in all material respects all obligations and covenants herein required to be performed by them on or prior to the Closing Date.

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(b) The Amended and Restated Certificate of Incorporation and Certificate of Designations attached hereto as Exhibits B and C shall have been filed with the Delaware Secretary of State.

7.4Termination of Obligations to Effect Closing; Effects.

(a) The obligations of each of GSPAC and SouthPeak, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

(i) Upon the mutual written consent of either GSPAC or SouthPeak and the Investors;

(ii) By GSPAC or SouthPeak if any of the conditions set forth in Section 7.2 or 7.3, respectively, shall have become incapable of fulfillment, and shall not have been waived by GSPAC or SouthPeak, as applicable.

(iii) By an Investor (with respect to itself only) if any of the conditions set forth in Section 7.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or

(iv) By any party to the Agreement if the initial Closing has not occurred on or prior to May 31, 2008;

provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

(b) In the event of termination by any party of its obligations to effect the Closing pursuant to this Section 7.4, written notice thereof shall forthwith be given to the other parties by such terminating party and the other parties shall have the right to terminate their obligations to effect the Closing upon written notice to the remaining parties. Nothing in this Section 7.4 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

8. Covenants and Agreements of GSPAC.

8.1 No Conflicting Agreements. GSPAC will not take any action, enter into any agreement or make any commitment that would conflict in any material respect with GSPAC obligations to the Investors under the Transaction Documents. The provisions of this Section 8.1 shall terminate and be of no further force and effect on the date on which GSPAC’s obligations under the Registration Rights Agreement to register or maintain the effectiveness of any registration covering the Registrable Securities (as such term is defined in the Registration Rights Agreement) shall terminate.

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8.2 Removal of Legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) Rule 144(k) becoming available, GSPAC shall promptly (A) deliver to the transfer agent for the Common Stock underlying the Preferred Stock (the “Transfer Agent”) irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (1) a customary representation by the Investor that Rule 144(k) applies to the shares of Common Stock represented thereby or (2) a statement by the Investor that such Investor has sold the shares of Common Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the 1933 Act. From and after the earlier of such dates, upon an Investor’s written request, GSPAC shall promptly cause certificates evidencing the Investor’s shares of common Stock to be replaced with certificates which do not bear such restrictive legends. When GSPAC is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to an Investor within three (3) Business Days of submission by that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above (with a copy to GSPAC) and (2) prior to the time such unlegended certificate is received by the Investor, the Investor, or any third party on behalf of such Investor or for the Investor’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of shares represented by such certificate (a “Buy-In”), then GSPAC shall pay in cash to the Investor (for costs incurred either directly by such Purchaser or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Investor as a result of the sale to which such Buy-In relates. The Investor shall provide GSPAC written notice indicating the amounts payable to the Investor in respect of the Buy-In.

8.3Equal Treatment of Investors. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Investor by the other parties hereto and negotiated separately by each Investor, and is intended for the other parties hereto to treat the Investors as a class and shall not in any way be construed as the Investors acting in concert or as a group with respect to the purchase, disposition or voting of Shares or otherwise.

8.4Rights of Participation.

(a)Rights of Participation. GSPAC hereby grants to each Investor, so long as such Investor shall own at least one-half of the Shares purchased hereunder, including shares of Common Stock issued upon conversion of the Shares, the right to purchase up to a pro rata portion of New Securities (as defined in paragraph (b) below) which GSPAC, from time to time, proposes to sell or issue following the date hereof. A Stockholder’s pro rata portion, for purposes of this Section 8.4, is the product of (i) a fraction, the numerator of which is the number of outstanding shares of Common Stock which such Stockholder then holds (inclusive of shares of Common Stock then issuable upon conversion of convertible shares, including the Shares) and the denominator of which is the total number of outstanding shares of Common Stock, in the aggregate, (inclusive of shares of Common Stock then issuable upon conversion of convertible shares, including the Shares) multiplied by (ii) the number of New Securities GSPAC proposes to sell or issue.

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(b)Definition of New Securities. “New Securities” shall mean any Common Stock or other equity securities of GSPAC whether now authorized or not, any rights, options or warrants to purchase Common Stock or other equity securities and any indebtedness or preferred stock of GSPAC which is convertible into Common Stock or other equity securities (or which is convertible into a security which is, in turn, convertible into Common Stock or other equity securities); provided, that the term “New Securities” does not include (i) indebtedness of GSPAC which is not by its terms convertible into Common Stock; (ii) Common Stock issued as a stock dividend to all holders of Common Stock pro rata or upon any subdivision or combination of shares of Common Stock; (iii) Common Stock issued to any employee or director and approved by the Board of Directors and any employee or director stock options approved by the Board of Directors; (iv) Common Stock issued in exchange for the cancellation or retirement of any debt securities of GSPAC or in connection with any restructuring or other financial workout of GSPAC; (v) Common Stock or warrants to purchase Common Stock issued to non-Affiliates of GSPAC as part of a bona fide debt offering of units comprised of such Common Stock or warrants and a debt security of GSPAC; (vi) Common Stock issued for the acquisition of another corporation or other entity by GSPAC by stock purchase, merger, purchase of substantially all assets or other reorganization; (vii) the issuance of Common Stock upon the exercise or conversion of any rights, options or warrants to purchase Common Stock; (viii) Common Stock issuable in a public offering; and (ix) Common Stock issued in respect of services provided (other than as an employee) to GSPAC or its subsidiaries and approved by the Board of Directors; and provided, further, that if any “New Securities” include Common Stock and other equity securities coupled as a package, “New Securities” shall mean the package of securities and not each class of securities individually.

(c)Notice from GSPAC. In the event GSPAC proposes to issue New Securities, GSPAC shall give each Investor written notice of such proposal, describing the type of New Securities and the price and the terms upon which GSPAC proposes to issue the same. For a period of fifteen (15) business days following the delivery of such notice by GSPAC, GSPAC shall be deemed to have irrevocably offered to sell to each Investor such Investor’s pro rata share of such New Securities for the price and upon the terms specified in the notice. Each Investor may exercise such Investor’s rights of participation hereunder by giving written notice to GSPAC and stating therein the quantity of New Securities to be purchased. Each such Investor shall also be entitled to indicate a desire to purchase all or a portion of any New Securities remaining after such pro rata allocation. If, as a result of such oversubscription right, such oversubscriptions exceed the total number of New Securities available in respect of such oversubscription right, the oversubscribing Investors shall be cut back with respect to their oversubscriptions on a pro rata basis or as they may otherwise agree among themselves.

(d)Sale by GSPAC. In the event that the Investors who have a right of participation under this Section 8.4 fail to commit to purchase all of such New Securities within said ten (10) business day period, GSPAC shall have ninety (90) days thereafter to sell the New Securities with respect to which the right of participation was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in GSPAC’s notice given pursuant to Section 8.4(c).

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(e)Closing. The closing for any such issuance shall take place as proposed by GSPAC with respect to the New Securities to be issued, at which closing GSPAC shall deliver certificates for the New Securities in the respective names of the purchasing Stockholders against receipt of payment therefor.

(f)Post-Issuance Right. Notwithstanding the requirements of subparagraph (a) of this Section 8.4, GSPAC may proceed with any issuance of New Securities prior to having complied with the provisions of subparagraph (a); provided, that GSPAC shall:

(i) provide to each Investor (i) with prompt notice of such issuance and (ii) the notice described in subparagraph (a) in which the actual price of the New Securities shall be set forth;

(ii) offer to issue to each Investor such number of New Securities as may be requested by such Investor (not to exceed the pro rata number of New Securities that such Investor would have been entitled to purchase pursuant to subparagraph (a) as adjusted to give effect to the number of New Securities being sold in accordance with this subparagraph (f)), on the same economic terms and conditions with respect to such New Securities as the purchasers of such New Securities have paid; and

(iii) keep such offer open for a period of ten (10) Business Days, during which period, each such Investor may accept such offer by sending a written acceptance to GSPAC committing to purchase an amount of such New Securities (not in any event to exceed the maximum number that such Investor would have been entitled to purchase pursuant to subparagraph (a) as adjusted to give effect to the number of New Securities being sold in accordance with this subparagraph (f)

8.5Warrant Substitution. For every two Shares that an Investor purchases, such Investor shall have the right for a period of 90 days from the date of such Investor’s purchase of Shares to tender to GSPAC one outstanding Class W or Class Z warrant of GSPAC and receive in exchange and substitution therefore a newly authorized Class Y warrant which Class Y warrant shall possess the same terms as a Class W or Class Z warrant and be issued under a Warrant Agreement and form of Warrant Certificate similar to a Class W or Class Z warrant except, however, the exercise price shall be $1.50 per share, the term shall expire on May 31, 2013 and the sales price per share of GSPAC common stock for purposes of allowing for the redemption of such Class Y warrants shall be $2.50 per share.

9. Survival and Indemnification.

9.1 Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement.

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9.2 Indemnification. GSPAC agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing, defending or otherwise directly involving any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of GSPAC or SouthPeak, respectively, under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person.

9.3 Conduct of Indemnification Proceedings. Promptly after receipt by any Person (the “Indemnified Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to Section 9.2, such Indemnified Person shall promptly notify GSPAC) in writing and GSPAC shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify GSPAC shall not relieve GSPAC of its obligations hereunder except to the extent that GSPAC is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) GSPAC and the Indemnified Person shall have mutually agreed to the retention of such counsel; or (ii) in the reasonable judgment of counsel to such Indemnified Person representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. GSPAC shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if there be a final judgment for the plaintiff, GSPAC shall indemnify and hold harmless such Indemnified Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, GSPAC shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

10. Miscellaneous.

10.1 Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the other parties to this Agreement, provided, however, that an Investor may assign its rights and delegate its duties hereunder in whole or in part to an Affiliate or to a third party acquiring some or all of its Shares in a transaction complying with applicable securities laws without the prior written consent of the other parties hereto. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

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10.2 Counterparts; Faxes. 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. This Agreement may also be executed via facsimile, which shall be deemed an original.

10.3 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.

10.4 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier. All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten days’ advance written notice to the other party:

If to GSPAC:

EX-10.5

Exhibit 10.5

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 12th day of May, 2008 by and among Global Services Partners Acquisition Corp., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”), it being understood that execution by an Investor of the Purchase Agreement shall be deemed execution of this Agreement by the Investor. Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

The parties hereby agree as follows:

1.Certain Definitions.

As used in this Agreement, the following terms shall have the following meanings:

“Class Y Warrants” shall mean a new class of warrants issued to the Investors in form similar to the Company’s Class W and Class Z warrants issued in exchange and substitution for Class W or Class Z warrants except, however, the exercise price shall be $1.50 per share, the term shall expire on May 31, 2013 and the price per share upon which the Company can exercise its redemption right shall be $2.50 per share.

“Common Stock” shall mean the Company’s common stock, par value $0.0001 per share, and any securities into which such shares may hereinafter be reclassified.

“Investors” shall mean the Investors identified in the Purchase Agreement and any Affiliate or permitted transferee of any Investor who is a subsequent holder of any Registrable Securities.

“Prospectus” shall mean (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.

“Register,” “registered” and “registration” refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document.

“Registrable Securities” shall mean (i) the Shares and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; provided, that, a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale by the Investors pursuant to Rule 144(k).

“Registration Statement” shall mean any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“Required Investors” means the Investors holding a majority of the Registrable Securities.

“SEC” means the U.S. Securities and Exchange Commission.

“Shares” means the shares of Common Stock issued and issuable upon conversion of the Company’s shares of its Series A Preferred Stock sold pursuant to the Purchase Agreement and Class Y Warrants.

“1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

2.Registration.

(a)Registration Statements.

(i)Within thirty (30) days following the Company’s filing of its Form 10-K for its fiscal year ended June 30, 2008 but no later than October 15, 2008 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-1 (or, if Form S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Except for shares of Common Stock underlying all of the Company’s outstanding Class W and Class Z warrants, Class Y Warrants, unregistered Class W and Class Z warrants, warrants issued to HCFP/Brenner Securities, LLC as placement agent for the sale of shares of Series A Preferred Stock sold pursuant to the Purchase Agreement and shares of Common Stock underlying these warrants, such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to .5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

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(ii)S-3 Qualification. Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to .5% of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement attributable to those Registrable Securities that remain unsold at that time for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

(b)Expenses. The Company will pay all expenses associated with each registration, including filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws and listing fees, fees and expenses of one counsel to the Investors (up to a maximum of $10,000 and the Investors’ reasonable expenses in connection with the registration, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold.

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(c)Effectiveness.

(i)The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (A)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement or (ii) January 15, 2009, or (y) a Shelf Registration Statement is not declared effective by the SEC within ninety (90) days after the Qualification Deadline (the “Shelf Effectiveness Deadline”), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below) or the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to .5% of the aggregate amount invested by such Investor for each 30- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”). Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such payments shall be made to each Investor in cash.

(ii)For not more than twenty (20) consecutive days or for a total of not more than forty-five (45) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Prior to the earlier of (i) the Shelf Effectiveness Deadline or (ii) the date on which the Shelf Registration Statement is declared effective, the Company may extend the period of any Allowed Delay to not more than a total of thirty (30) consecutive days or to not more than a total of 60 days in any twelve (12) month period if such extension is reasonably necessary in order for the SEC to declare effective a post-effective amendment to the Registration Statement.

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(d)Rule 415; Cutbacks. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor (collectively, the “SEC Restrictions”). Any cut-back imposed on the Investors pursuant to this Section 2(d) shall be allocated among the Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide.

3.Company Obligations. The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:

(a)use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold pursuant to Rule 144(k) (the “Effectiveness Period”) and advise the Investors in writing when the Effectiveness Period has expired;

(b)prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;

(c)provide copies to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto no fewer than seven (7) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects;

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(d)furnish to the Investors and their legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor that are covered by the related Registration Statement;

(e)(i) promptly notify the Investors of the issuance of any stop order or other suspension of the effectiveness of any Registration Statement and (ii) use commercially reasonable efforts to (A) prevent the issuance of any stop order or other suspension of effectiveness and, (B) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;

(f)prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the Investors and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Investors and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction;

(g)use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;

(h)immediately notify the Investors, at any time prior to the end of the Effectiveness Period, upon discovery that the Prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and

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(i)otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investors are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter).

(j)With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the 1934 Act; and (iii) furnish to each Investor upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.

4Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the Investors and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement.

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The Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

5.Obligations of the Investors.

(a)Each Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in the Registration Statement. An Investor shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Investor elects to have any of the Registrable Securities included in the Registration Statement.

(b)Each Investor, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

(c)Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Investor is advised by the Company that such dispositions may again be made.

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6.Indemnification.

(a)Indemnification by the Company. The Company will indemnify and hold harmless each Investor and its officers, directors, members, employees and agents, successors and assigns, and each other person, if any, who controls such Investor within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state in a Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on an Investor’s behalf and will reimburse such Investor, and each such officer, director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon (1) an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Investor or any such controlling person in writing specifically for use in such Registration Statement or Prospectus or (2) the delivery by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Company does not meet the conditions for use of Rule 172 and that (A) as a result the Investor must deliver a Prospectus in connection with any sales under the Registration Statement and (B) the Prospectus is outdated or defective and prior to the receipt by such Investor of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the amended or supplemented Prospectus the misstatement or omission giving rise to such loss, claim, damage or liability would have been corrected.

(b)Indemnification by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (x) such Investor’s failure to deliver a Prospectus in connection with any sales under the Registration after the Company has advised the Investor in writing that (A) the Company does not meet the conditions for use of Rule 172 and (B) as a result the Investor must deliver a Prospectus in connection with any sales under the Registration Statement or (y) any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in (1) any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (2) in an outdated or defective Prospectus delivered by the Investor in connection with any sales under the Registration Statement after the Company has notified such Investor in writing that the Company does not meet the conditions for use of Rule 172 and that (A) as a result the Investor must deliver a Prospectus in connection with any sales under the Registration Statement and (B) the Prospectus is outdated or defective and prior to the receipt by such Investor of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the amended or supplemented Prospectus the misstatement or omission giving rise to such loss, claim, damage or liability would have been corrected. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

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(c)Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.

(d)Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 6 and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

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7.Miscellaneous.

(a)Amendments and Waivers. This Agreement may be amended only by a writing signed by the Company and the Required Investors. The Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the Required Investors.

(b)Notices. All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 10.4 of the Purchase Agreement.

(c)Assignments and Transfers by Investors. The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

(d)Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation in connection with a merger or consolidation of the Company with another corporation, or a sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation, without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor.

(e)Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(f)Counterparts; Faxes. 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. This Agreement may also be executed via facsimile, which shall be deemed an original.

(g)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.

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(h)Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any respect.

(i)Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

(j)Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(k)Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

* * * * *

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IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

The Company:	GLOBAL SERVICES PARTNERS ACQUISITION CORP.
	By: _____________________________
	Name: Melanie Mroz Title: President and Chief Executive Officer

The Investors: Entity Name: _____________________________________________

	By: _______________________________________
	Name: _____________________________________
	Title: ______________________________________
[Signature Page to Registration Rights Agreement]

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Exhibit A

Plan of Distribution

The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

·purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC;

· through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

· broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; and

· a combination of any such methods of sale.

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

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In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

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We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold pursuant to Rule 144(k) of the Securities Act.

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EX-10.6

Exhibit 10.6

LOCK-UP AGREEMENT

May 12, 2008

SouthPeak Interactive Corporation

3130 Fairview Park Drive

Suite 500

Falls Church, Virginia 22042

Re: Securities Issued in Exchange for the Membership Interests of SouthPeak Interactive, LLC

Ladies and Gentlemen:

In connection with the Purchase Agreement (“Agreement”), dated May 12, 2008 by and among SouthPeak Interactive Corporation, a Delaware corporation and formerly known as Global Services Partners Acquisition Corp. (the “Company”), SouthPeak Interactive, LLC, a Virginia limited liability company (the “SouthPeak”), and the investors set forth on the signature pages affixed thereto (the “Investors”), and to induce the Investors to enter into the Agreement and consummate the transactions contemplated thereby, the undersigned agrees to, neither directly nor indirectly, during the “Restricted Period” (as hereinafter defined):

(1)sell or offer or contract to sell or offer, grant any option or warrant for the sale of, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of (all being referred to as a “Transfer”) any legal or beneficial interest in the “Restricted Securities” (as hereinafter defined); or

(2)enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any of the Restricted Securities, whether such swap transaction is to be settled by delivery of any Restricted Securities or other securities of any person, in cash or otherwise.

As used herein, “Restricted Period” means the period commencing on the date hereof and ending on the 365th day hereafter.

As used herein, “Restricted Securities” means any shares of the Company’s common stock, par value $.0001 per share (“Company Stock”), issued to the undersigned pursuant to that certain Membership Interest Purchase Agreement, dated an even date herewith, by and among the Company, SouthPeak and the members of SouthPeak; provided, however, that 180 days following the date hereof, 10% of the Restricted Securities shall be released from the restrictions and obligations of this Lock-up Agreement.

Notwithstanding the foregoing limitations, this Lock-Up Agreement will not prevent any Transfer of any or all of the Restricted Securities, either during the undersigned’s lifetime or on the undersigned’s death, by gift, will or intestate succession, or by judicial decree, to (a) FI Investment Group, LLC or to the Company in satisfaction of the undersigned’s obligations to FI Investment Group, LLC, or (b) the undersigned’s “family members” (as defined below) or to trusts, family limited partnerships and similar entities primarily for the benefit of the undersigned or the undersigned’s “family members”; provided, however, that in each and any such event it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Lock-Up Agreement, and other than to return the Restricted Securities to the former ownership, there shall be no further Transfer of the Restricted Securities except in accordance with this Lock-Up Agreement. For purposes of this Lock-Up Agreement, “family member” shall mean spouse, lineal descendants, stepchildren, father, mother, brother or sister of the transferor or of the transferor’s spouse. Also notwithstanding the foregoing limitations, in the event the undersigned is an entity rather than an individual, this Lock-Up Agreement will not prevent any Transfer of any or all of the Restricted Securities to the shareholders of such entity, if it is a corporation, to the members of such entity, if it is a limited liability company, or to the partners in such entity, if it is a partnership; provided, however, that in each and any such event it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Lock-Up Agreement, and other than to return the Restricted Securities to the former ownership, there shall be no further Transfer of the Restricted Securities in accordance with this Lock-Up Agreement.

The undersigned hereby authorizes the Company’s transfer agent to apply to any certificates representing Restricted Securities issued to the undersigned the appropriate legend to reflect the existence and general terms of this Lock-up Agreement.

This Lock-up Agreement will be legally binding on the undersigned and on the undersigned’s heirs, successors, executors, administrators, conservators and permitted assigns, and is executed as an instrument governed by the laws of the State of Delaware.

Very truly yours,
	(Signature)
	Name:
	Address:

EX-10.7

Exhibit 10.7

LOAN AGREEMENT

BY AND BETWEEN

SOUTHPEAK INTERACTIVE, L.L.C.,

SOUTHPEAK INTERACTIVE LIMITED

AND

SUNTRUST BANK

December 16, 2005

LOAN AGREEMENT

THIS AGREEMENT, made, entered into and effective as of December 16, 2005, by and between SOUTHPEAK INTERACTIVE, L.L.C., a Virginia limited liability company (“SouthPeak”), SOUTHPEAK INTERACTIVE LIMITED, a United Kingdom limited company (“SouthPeak-UK”), jointly and severally (SouthPeak and SouthPeak-UK shall be referred to herein collectively or individually, whether one or more in number, as the “Borrower”), and SUNTRUST BANK (the “Lender”), recites and provides as follows:

WITNESSETH:

WHEREAS, Borrower has applied to Lender for financing more particularly described hereinbelow; and

WHEREAS, Lender is willing to extend financing to Borrower in accordance with the terms hereof upon the execution of this Agreement by Borrower, compliance by Borrower with all of the terms and provisions of this Agreement and fulfillment of all conditions precedent to Lender’s obligations herein contained;

NOW, THEREFORE, to induce Lender to extend the financing provided for herein, and for other good and valuable consideration, the sufficiency and receipt of all of which are acknowledged by Borrower, Lender and Borrower agree as follows:

1. DEFINITIONS, TERMS AND REFERENCES

1.1Certain Definitions. In addition to such other terms as elsewhere defined herein, as used in this Agreement, in any Exhibits and in any Supplements, the following terms shall have the following meanings:

“Account Debtor” means any Person who is or may become obligated to the Borrower under or on an account as defined in the UCC.

“Advance” shall mean an advance of borrowed funds made by Lender to or on behalf of Borrower under the Revolving Note.

“Affiliate” shall mean, with respect to any Person, any Person Controlling, Controlled by or under common Control with such Person or any director, officer, member, manager or employee of such Person. For purposes hereof, each Guarantor, Manager and Subsidiary shall at all times be considered an “Affiliate” of Borrower.

“Agreement” shall mean this Loan Agreement, as it may be amended or supplemented from time to time.

“Applicable Rate” shall mean the Prime Rate plus one-half percent (½%) per annum.

“Bankruptcy Code” shall mean Title 11 of the United States Code, as it may be amended from time to time.

“Borrower” shall have the meaning given to such term in the preamble to this Agreement.

“Borrowings” shall mean advances of borrowed funds made hereunder to or on behalf of Borrower.

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“Business Day” shall mean a day on which Lender is open for the conduct of banking business at its office in the City of Richmond, Virginia.

“Capital Expenditures” shall mean all expenditures made in respect of the cost of any fixed asset or improvement, or replacement, substitution, or addition thereto, having a useful life of more than one (1) year, including, without limitation, those arising in connection with the direct or indirect acquisition of such assets by way of increased product or service charges or offset items or in connection with Capital Leases.

“Capital Lease” shall mean any lease of property that, in accordance with GAAP, should be reflected as a liability on the balance sheet of a Person.

“Cash Collateral Account” means that certain deposit account number ____________________ held by Lender in the name of SouthPeak into which all proceeds of SouthPeak’s Accounts (as defined in the Security Agreements) are deposited in accordance with Section 4.8.1. hereof.

“Closing Date” shall mean the date indicated on the first page.

“Collateral” shall mean the property described in the Security Agreements.

“Consolidated Subsidiaries” shall mean: (i) those Subsidiaries of Borrower (if any) existing from time to time which, for purposes of GAAP, are required to be consolidated with the Borrower for financial reporting purposes; and (ii) those Subsidiaries of Borrower (if any) organized under the laws of any foreign jurisdiction and existing from time to time which, if such Subsidiary were a U.S. entity, would be required to be consolidated with the Borrower for financial reporting purposes under GAAP.

“Control”, “Controlled” or “Controlling” shall mean, with respect to any Person, the power to direct the management and policies of such Person, directly, indirectly, whether through the ownership of voting rights or otherwise; provided, however, that, with respect to a business entity, any Person which owns directly or indirectly ten percent (10%) or more of the voting rights of such entity or of the rights to elect the management of such entity shall be deemed to “Control” such business entity for purposes of this Agreement.

“Debt” shall mean all liabilities, obligations and indebtedness of a Person, of any kind or nature, whether now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, and whether primary, secondary, direct, contingent, fixed or otherwise, including, without in any way limiting the generality of the foregoing: (i) all obligations, liabilities and indebtedness secured by any Lien on a Person’s property, even though such Person shall not have assumed or become liable for the payment thereof; (ii) all obligations or liabilities created or arising under any Capital Lease, conditional sale or other title retention agreement; (iii) all accrued pension fund and other employee benefit plan obligations and liabilities; (iv) all guaranteed obligations; (v) any liabilities under, or associated with, interest rate protection agreements; and (vi) all deferred taxes.

“Default Condition” shall mean the occurrence of any event which, after satisfaction of any requirement for the giving of notice or the lapse of time, or both, would become an Event of Default.

“Default Rate” shall mean that interest rate that is the lesser of (i) the Applicable Rate plus 4.00% per annum or (ii) the maximum rate allowed by law.

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“Eligible Receivables” shall mean such Accounts (as defined in the Security Agreements) of SouthPeak to the extent that they conform and continue to conform to the following criteria to the satisfaction of Lender:

(i)the Account arose from a bona fide outright sale of goods or provision of services by SouthPeak, and such goods or services have been delivered to the appropriate account debtor or its respective designees, SouthPeak has in its possession shipping and delivery receipts evidencing such shipment and delivery, no return, rejection or repossession has occurred and such goods or services have been finally accepted by the account debtor;

(ii)the Account is based upon an enforceable written order or contract for goods delivered or services rendered and the same were shipped, held, or performed in accordance with such order or contract;

(iii)the title of SouthPeak to the Account and, except as to the account debtor and any creditor which finances the account debtor’s purchase of such goods, to any goods is absolute and is not subject to any prior assignment, claim or Lien, and SouthPeak otherwise has the full and unqualified right and power to assign and grant a security interest in it to Lender;

(iv)the amount shown on the books of SouthPeak and on any invoice, certificate, schedule or statement delivered to Lender is owing to SouthPeak and no partial payment has been received unless reflected on such invoice, certificate, schedule or statement;

(v)the Account is not subject to any claim of reduction, counterclaim, set-off, recoupment, or other defense in law or equity, or any claim for credits, allowances, or adjustments by the account debtor because of returned, inferior, or damaged goods, unsatisfactory services or for any other reason;

(vi)the account debtor has not returned or refused to retain, or otherwise notified SouthPeak of any dispute concerning, or claimed nonconformity of, any of the goods or services from the sale of which the Account arose;

(vii)the Account is not outstanding more than ninety (90) days from the date of the invoice therefor;

(viii)the Account does not arise out of a contract with, or order from, an account debtor that, by its terms, forbids or makes void or unenforceable the assignment by SouthPeak to Lender of the Account arising with respect thereto;

(ix)SouthPeak has not received any note, trade acceptance draft or other instrument with respect to, or in payment of, the Account, unless, if any such instrument has been received, SouthPeak immediately notified Lender and, at the latter’s request, endorsed or assigned and delivered the same to Lender;

(x)SouthPeak has not received any written notice of dissolution, termination of existence, insolvency, business failure, appointment of a receiver for any part of the property of, assignment for the benefit of creditors by, or the filing of a petition in bankruptcy or the commencement of any proceeding under any bankruptcy or insolvency laws by or against, the account debtor;

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(xi)the account debtor is not an Affiliate, Subsidiary, employee, officer director or shareholder of SouthPeak;

(xii)the account debtor is not incorporated in or primarily conducting business in any jurisdiction located outside of the United States of America, unless consented to in advance by Lender, and has its principal place of business located in either the United States of America or Canada;

(xiii)SouthPeak is not indebted in any manner to the account debtor, with the exception of customary credits, adjustments and/or discounts given to an account debtor by SouthPeak in the ordinary course of its business, and the account is not otherwise subject to risk of set-off;

(xiv)the Accounts of any single account debtor of SouthPeak (together with the Accounts of all Affiliates of such account debtor) shall be eligible only to the extent that they do not exceed thirty-five percent (35%) of the total Accounts of SouthPeak;

(xv)no Accounts of an account debtor shall be eligible if more than thirty-five percent (35%) of such account debtor’s Accounts are outstanding more than ninety (90) days from the date of the invoice therefor;

(xvi)the account debtor is not a supplier of SouthPeak; and

(xvii)the Account is not a contra account.

In the event of any dispute under the foregoing criteria, as to whether an Account is, or has ceased to be, an Eligible Receivable, the decision of Lender in the exercise of its reasonable discretion shall control. Lender may determine, on a daily basis, whether any Account constitutes an Eligible Receivable, and if an Eligible Receivable subsequently becomes ineligible its ineligibility shall be immediate.

“Employee Benefit Plan” shall mean any employee welfare benefit plan as that term is defined in Section 3(1) of ERISA, any employee pension benefit plan, as that term is defined in Section 3(2) of ERISA or any other plan which is subject to the provisions of Title IV of ERISA or which is for the benefit of any employees of Borrower and any employees of any Subsidiary or any other entity which is a member of a controlled group or under common control with Borrower, as such terms are defined in Section 4001(a)(14) of ERISA.

“Environmental Laws” shall mean all federal, state, local and foreign laws, rules, regulations, ordinances, programs, permits, guidances, orders and consent decrees relating to health, safety and environmental matters, whether now or hereafter existing, including, but not limited to state and federal superlien and environmental cleanup laws and U.S. Department of Transportation regulations and any other state or local law or regulation relating to pollution, reclamation, or protection of the environment, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, or hazardous or toxic materials or wastes into air, water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants or hazardous or toxic materials or wastes.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as may be amended from time to time.

“Event of Default” shall mean any of the events or conditions described in Section 7, provided that any requirement for the giving of notice or the lapse of time, or both, has been satisfied.

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“Executive Office” shall mean the address of SouthPeak designated as such on Exhibit “A”.

“Financial Contract” shall mean (a) an agreement (including terms and conditions incorporated by reference therein) which is a rate swap agreement, basis swap, forward rate agreement, commodity swap, commodity option, equity or equity index swap, bond option, interest rate option, foreign exchange agreement, rate cap agreement, rate floor agreement, rate collar agreement, currency swap agreement, cross-currency rate swap agreement, currency option, any other similar agreement (including any option to enter into any of the foregoing; (b) any combination of the foregoing; or (c) a master agreement for any of the foregoing together with all supplements.

“Fiscal Year”, in respect of a Person, shall mean the fiscal year of such Person employed by such Person as of the Closing Date, and designated as such on Exhibit “A” as to Borrower. The term “Fiscal Quarter” shall correspond accordingly thereto.

“GAAP” shall mean generally accepted accounting principles consistently applied for the period or periods in question.

“Guarantees” shall mean the Guaranty Agreements dated of even date herewith executed in connection with the Loan by the Guarantors, together with any amendments, modifications, extensions, renewals or substitutions thereof.

“Guarantors” shall mean, collectively: (i) Terry M. Phillips and Cathy S. Phillips; (ii) Gregory R. Phillips and Susan M. Phillips; (iii) Terry Phillips Sales, Inc., a Virginia corporation; (iv) Phillips Land, L.C., a Virginia limited liability company; and (v) Capitol Distributing, LLC, a Virginia limited liability company.

“Lender” shall mean SunTrust Bank, its subsidiaries, affiliates, successors and assigns.

“Lien” shall mean any deed to secure debt, deed of trust, mortgage or similar instrument, and any lien, security interest, preferential arrangement which has the practical effect of constituting a security interest, security title, pledge, charge, encumbrance or servitude of any kind, whether by consensual agreement or by operation of statute or other law, and whether voluntary or involuntary, including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof.

“Loan” shall mean the Revolving Loan.

“Loan Administration Fee” shall have the meaning set forth in Section 2.2.2.

“Loan Documents” shall mean this Agreement, the Revolving Note, the Security Agreements, the Guarantees and the Security Agreements of even date herewith executed by each of the Guarantors, any Financial Contract, and any and all other documents, instruments, certificates, commitment letters, deeds of trust, security agreements, guaranty agreements, landlords’ lien waivers, and any and all other agreements executed and/or delivered by Borrower or any Guarantor in connection herewith, or any one, more, or all of the foregoing, as the context shall require, together with all amendments, modifications, replacements, substitutions and extensions thereof.

“Manager(s)” shall mean the Person(s) designated as such on Exhibit “A” attached hereto.

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“Material Adverse Effect” shall mean with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon any of (a) the financial condition, operations, business, properties or prospects of the Borrower and its Consolidated Subsidiaries taken as a whole, (b) the rights and remedies of the Lender under any of the Loan Documents or any documents, instruments or agreements executed and/or delivered by any Person other than Borrower in conjunction with the Loan Documents, or the ability of the Borrower to perform its obligations under any of the Loan Documents or (c) the legality, validity or enforceability of any of the Loan Documents or any documents, instruments or agreements executed and/or delivered by any Person other than Borrower in conjunction with the Loan Documents.

“Member(s)” shall mean the Person(s) designated as such on Exhibit “A” attached hereto.

“Note” shall mean the Revolving Note.

“Obligations” shall mean any and all Debt of Borrower to Lender, including without limiting the generality of the foregoing, any indebtedness, liability or obligation, now existing or hereafter arising, due or to become due, absolute or contingent, of Borrower to Lender under any Loan Document or under any Financial Contract, and any and all extensions or renewals thereof in whole or in part; any Debt of Borrower to Lender arising hereunder or as a result hereof, whether evidenced by the Revolving Note, or otherwise, and any and all extensions or renewals thereof in whole or in part; any Debt of Borrower to Lender under any later or future advances or loans made by Lender to Borrower, and any and all extensions or renewals thereof in whole or in part; and any and all future or additional Debt of Borrower to Lender whatsoever and in any event, whether existing as of the date hereof or hereafter arising, whether arising under a loan, lease, credit card arrangement, line of credit, letter of credit or other type of financing, and whether direct, indirect, absolute or contingent, as maker, endorser, guarantor, surety or otherwise, and whether evidenced by, arising out of, or relating to, a promissory note, bill of exchange, check, draft, bond, letter of credit, guaranty agreement, bankers’ acceptance, foreign exchange contract, interest rate protection agreement, commitment fee, service charge or otherwise.

“Payment(s)” shall mean any check, note, draft, bill of exchange, acceptance, money order, legal tender or other form of payment or evidence of indebtedness in total or partial payment of the amount due on any Account or other Collateral.

“Permitted Encumbrances” shall mean: (i) Liens for taxes not yet due and payable or being actively contested as permitted by this Agreement, only if such Liens do not adversely affect Lender’s rights or the priority of Lender’s security interest in the Collateral; (ii) carriers’, warehousemen’s mechanics, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, payment for which is not yet due or which are being actively contested in good faith and by appropriate, lawful proceedings, but only if such Liens are and remain junior to Liens granted in favor of Lender; (iii) pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislation; (iv) deposits to secure the performance of utilities, leases, statutory obligations and surety and appeal bonds and other obligations of a like nature arising by statute or under customary terms regarding depository relationships on deposits held by financial institutions with whom Borrower has a banker-customer relationship; (v) typical restrictions imposed by licenses and leases of software (including location and transfer restrictions); (vi) Liens set forth on Exhibit “A” and approved by the Lender in its sole discretion; (vii) statutory Liens against the Collateral in favor of any landlords of Borrower, which liens have been satisfactorily subordinated to the Lender; and (viii) Liens in favor of the Lender.

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“Person” shall mean any individual, partnership, corporation, limited liability company, joint venture, joint stock company, trust, governmental unit or other entity.

“Prime Rate” shall mean that interest rate so denominated and set by Lender from time to time as an interest rate basis for borrowings. The Prime Rate is but one of several interest rate bases used by Lender. Lender extends credit at interest rates above and below the Prime Rate.

“Related Loan Agreements” shall mean: (i) that certain Loan Agreement dated September 13, 2004, by and among Lender and Terry M. Phillips and Cathy S. Phillips; (ii) that certain Loan Agreement dated September 13, 2004, by and among Lender and Gregory R. Phillips and Susan M. Phillips; and (iii) that certain Loan Agreement dated September 13, 2004, by and between Lender and Terry Phillips Sales, Inc.

“Revolving Loan” shall mean that certain extension of credit from Lender to Borrower for general corporate and working capital purposes, in the maximum principal amount of Five Million and No/100 Dollars ($5,000,000.00), evidenced by the Revolving Note, all as more particularly described in the Loan Documents.

“Revolving Note” shall mean the promissory note, dated of even date herewith, as amended or supplemented from time to time, in the original principal amount of Five Million and No/100 Dollars ($5,000,000.00), evidencing the Borrower’s obligation to repay to the Lender the Revolving Loan, together with interest together with any renewals, modifications or extensions thereof, in whole or in part.

“Security Agreements” means (i) the one or more Security Agreements by the Borrower encumbering the assets of the Borrower as therein provided and the proceeds thereof as security for the Obligations; and (ii) any subsequent Security Agreement executed in favor of Lender pursuant to Section 4.17.

“Subordinated Debt” shall mean any Debt of the Borrower, any Guarantor or any Subsidiary to any Person which, by written agreement in form and substance satisfactory to Lender, has been subordinated in right of payment and claim, to the rights and claims of Lender in respect of the Obligations, on terms and conditions satisfactory to Lender.

“Subsidiary” shall mean any corporation, partnership, business association or other entity (including any Subsidiary of any of the foregoing) of which Borrower owns, directly or indirectly, fifty percent (50%) or more of the capital stock or equity interest having ordinary power for the election of directors, managers or others performing similar functions.

“Termination Date” shall mean, with respect to the Revolving Loan, the earliest to occur of the following dates: (i) that date on which, pursuant to Section 7, Lender terminates the Revolving Loan (or the Revolving Loan is deemed automatically terminated) subsequent to the occurrence of an Event of Default; or (ii) November 30, 2006, or such later date as to which Lender may agree in writing from time to time hereafter.

“UCC” shall mean the Uniform Commercial Code of Virginia, as amended or modified from time to time.

1.2Use of Defined Terms. All terms defined in this Agreement and the Exhibits shall have the same defined meanings when used in any other Loan Documents, unless the context shall require otherwise.

1.3Accounting Terms. All accounting terms not specifically defined herein shall have the meanings generally attributed to such terms under GAAP.

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1.4UCC Terms. The terms “accounts”, “chattel paper”, “deposit account”, “instruments”, “general intangibles”, “inventory”, “equipment” and “fixtures”, as and when used in the Loan Documents, shall have the same meanings given such terms under the UCC unless the context shall require otherwise.

1.5Terminology. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. Titles of Articles and Sections in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections, Subsections, paragraphs, clauses, subclauses, Exhibits or Supplements shall refer to the corresponding Article, Section, Subsection, paragraph, clause, subclause of, or Exhibit or Supplement attached to, this Agreement, unless specific reference is made to the articles, sections or other subdivisions of, or Exhibit or Supplement to, another document or instrument. Wherever in this Agreement reference is made to any instrument, agreement or other document, including, without limitation, any of the Loan Documents, such reference shall be understood to mean and include any and all amendments thereto or modifications, restatements, renewals or extensions thereof. Wherever in this Agreement reference is made to any statute, such reference shall be understood to mean and include any and all amendments thereof and all regulations promulgated pursuant thereto. Whenever any matter set forth herein or in any Loan Document is to be consented to or satisfactory to Lender, or is to be determined, calculated or approved by Lender, then, unless otherwise expressly set forth herein or in any such Loan Document, such consent, satisfaction, determination, calculation or approval shall be in Lender’s sole discretion, and shall be conclusive absent manifest error.

1.6Exhibits. All Exhibits attached hereto are by reference made a part hereof.

2.THE FINANCING.

2.1Revolving Loan. On the Closing Date, subject to fulfillment of all conditions precedent set forth in Section 10 and any other conditions contained in the Loan Documents, Lender agrees to extend the Revolving Loan to Borrower so that, during the period from the Closing Date to, but not including, the Termination Date, so long as there is not in existence any Default Condition or Event of Default and the borrowing will not cause a Default Condition or Event of Default to exist, Borrower may borrow and repay and reborrow Advances up to a maximum aggregate principal amount outstanding at any one time equal to the original principal amount of the Revolving Note. All proceeds so obtained under the Revolving Loan may be used by Borrower for general corporate and working capital purposes, in such manner as Borrower may elect in the ordinary course of its business operations. The Debts arising from Advances made to or on behalf of Borrower under the Revolving Loan shall be evidenced by the Revolving Note, which shall be executed by Borrower and delivered to Lender on the Closing Date. The outstanding principal amount of the Revolving Note may fluctuate from time to time, but shall be due and payable in full on the Termination Date, and each Advance thereunder shall bear interest from the date of such Advance until paid in full at the Applicable Rate.

2.1.1Advances. After the Closing Date, Advances under the Revolving Loan shall be made on the following terms and conditions:

(a)SouthPeak shall make each request for a Revolving Loan (“Advance Request”) to Lender (or to Lender’s agent) before 11:00 a.m. on the Business Day prior to the date of the requested Advance; provided, however, that SouthPeak shall not be permitted to make more than one (1) Advance Request per week. Advance Requests must be made in writing, specifying the date of the requested Advance and the amount thereof. Each request shall be signed by (i) the manager of SouthPeak or (ii) any person designated as SouthPeak’s agent by the manager of SouthPeak in a writing delivered to Lender or (iii) any person whom Lender reasonably believes to be the manager of SouthPeak or such a designated agent, and shall be accompanied by a current Borrowing Base Certificate (hereinafter defined).

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(b)On a daily basis, Lender shall debit the Cash Collateral Account and apply the amount of collected funds in the Cash Collateral Account to the reduction of the aggregate principal amount outstanding under the Revolving Loan. All principal and accrued interest and fees shall be due and payable on the Termination Date and to the extent that the collected funds in the Cash Collateral Account (or the Lockbox in accordance with Section 4.8.1) are insufficient to make such payments, SouthPeak shall be obligated to make such payments.

(c)The Borrower’s obligation to pay the principal of, and interest on, the Revolving Loan shall be evidenced by the records of Lender and by the Revolving Note. The entries made in such records and/or on the schedule annexed to the Revolving Note shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded;provided, that the failure or delay of Lender in maintaining or making entries into any such record or on such schedule or any error therein shall not in any manner affect the obligation of the Borrower to repay the Revolving Loan in accordance with the terms of this Agreement.

(d)Lender shall send Borrower a monthly statement of Borrower’s loan account showing all debits and credits and which shall also reflect the interest accrued on the Revolving Loan, the Loan Administration Fee for the immediately preceding month and any other fees due hereunder. The interest and fees shall be added by Lender to Borrower’s loan account on the last Business Day of each calendar month and shall be deemed to be first paid from Payments subsequently credited to the Cash Collateral Account. The statement of the loan account shall be deemed correct and accepted by and conclusively binding upon Borrower unless Borrower notifies Lender in writing specifically as to a particular discrepancy within forty-five (45) days from the mailing of such statement.

2.1.2Limitations on Revolving Loan. Notwithstanding anything contained in this Agreement to the contrary, including, without limitation, the provisions of the foregoing Section 2.1.1, the aggregate outstanding principal balance of Advances under the Revolving Loan (the “Total Outstandings”) at any one time shall not exceed the lesser of (a) the original principal amount of the Revolving Note, or (b) the Borrowing Base (hereinafter defined). In the event that the Total Outstandings at any time exceeds the Borrowing Base, Borrower shall pay to Lender the amount of such excess within three (3) business days of receipt by Borrower of written notice of such excess from Lender. For purposes of this Agreement, the term “Borrowing Base” shall mean (i) from the date hereof until and including December 31, 2005, seventy-five percent (75%) of the net amount of Eligible Receivables, plus $2,000,000.00; (ii) from and including January 1, 2006 until and including March 31, 2006, seventy-five percent (75%) of the net amount of Eligible Receivables, plus $1,500,000.00; (iii) from and including April 1, 2006 until and including April 30, 2006, seventy-five percent (75%) of the net amount of Eligible Receivables, plus $750,000.00; and (iv) from and including May 1, 2006 until and including the Termination Date, seventy-five percent (75%) of the net amount of Eligible Receivables.

2.2Interest and Other Charges.

2.2.1Interest at Applicable Rate. The Revolving Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Applicable Rate.

(a)Payment of Interest. Accrued interest on each Borrowing at the Applicable Rate shall be due and payable monthly in arrears, on the first day of each calendar month, for the preceding calendar month (or portion thereof), commencing on the first day of the first calendar month following the Closing Date.

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(b)Calculation of Interest and Fees. Interest on each Borrowing at the Applicable Rate shall be calculated on the basis of a 360-day year and actual days elapsed.

(c)Charging Interest and Fees. Accrued and unpaid interest on any Borrowings (and any outstanding fees described in Section 2.2.2) may, when due and payable, be paid, at Lender’s option (without any obligation to do so), either (i) by Lender’s charging the Revolving Note for an Advance in the amount thereof; or (ii) by Lender’s debiting any deposit account of Borrower for the amount thereof.

(d)Rate on Other Obligations. To the extent that, at any time, there are other Obligations besides Advances which are outstanding and unpaid, such Obligations shall, unless any Note evidencing such Obligations provides otherwise, bear interest at the Applicable Rate.

2.2.2Loan Fees. In addition to the payment of interest at the Applicable Rate, Borrower shall also be obligated to pay Lender: (i) a fee equal to the monthly average principal balance outstanding under all of the Note for such month, multiplied by 0.125%, due on a monthly basis in arrears and payable with each regularly scheduled monthly interest payment under the Note (the “Loan Administration Fee”), but in no event shall the Loan Administration Fee be less than $1,500.00 per month; and (ii) a one-time loan fee equal to $40,000.00, which sum shall be due, payable and deemed earned on the Closing Date.

2.2.3Capital Adequacy. If, after the Closing Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the administration thereof, or compliance by Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, affects or might affect the amount of capital required or expected to be maintained by Lender or any corporation in control of Lender and Lender determines that the amount of such capital is increased by or based upon Lender’s obligations hereunder, then from time to time, within thirty (30) days after demand by Lender, Borrower shall pay to Lender such additional amount or amounts as will compensate Lender in light of such circumstances, to the extent that Lender reasonably determines such increase in capital is allocable to Lender’s obligations hereunder, and such payment, as and when received, shall be applied by Lender in reimbursement of Lender’s increased costs in regard to such obligations.

2.2.4Usury Savings Provisions. Lender and Borrower hereby further agree that the only charge imposed by Lender upon Borrower for the use of money in connection herewith is and shall be the interest expressed in the Revolving Note at the rate set forth in the Revolving Note, and that all other charges imposed by Lender upon Borrower in connection herewith, are and shall be deemed to be charges made to compensate Lender for underwriting and administrative services and costs, and other services and costs performed and incurred, and to be performed and incurred, by Lender in connection with the Borrowings, and shall under no circumstances be deemed to be charges for the use of money. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder or under the Revolving Note and charged or collected pursuant to the terms of this Agreement or pursuant to the Revolving Note exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that Lender has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and Lender shall promptly refund to Borrower any interest received by Lender in excess of the maximum lawful rate or, if so requested by Borrower, shall apply such excess to the principal balance of the Obligations. It is the intent hereof that Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrower under applicable law.

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2.3General Provisions as to Payments.

2.3.1Method of Payment. Unless paid in accordance with Section 2.2.1(c), all payments of interest, fees and principal pursuant to this Agreement must be received by Lender no later than 2:00 p.m. (Richmond, Virginia time) on the date when due, in Federal or other funds immediately available to Lender in Richmond, Virginia.

2.3.2Application of Payment. All payments received by Lender hereunder shall be applied, in accordance with the then current billing statement applicable to the Borrowing, first to accrued interest, then to fees, then to principal due and then to late charges. Any remaining funds shall be applied to the further reduction of principal. In the event more than one Borrowing shall be outstanding hereunder, Lender in its sole discretion may determine which Borrowing(s) each payment shall be applied to. Notwithstanding the foregoing, upon the occurrence of a Default Condition or Event of Default, payments shall be applied as determined by Lender in its sole discretion or as expressly provided herein.

2.3.3Late Charges. If any portion of a payment is at least ten (10) days past due, the Borrower agrees to pay a late charge of 5% of the amount which is past due.

3.GENERAL REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into this Agreement, Borrower hereby represents and warrants to Lender (which representations and warranties, together with any other representations and warranties of Borrower contained elsewhere in this Agreement, shall be deemed to be renewed as of the date of each Advance under the Revolving Note) as set forth below:

3.1Existence and Qualification. SouthPeak is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia, with its principal place of business, chief executive office and office where it keeps all of its books and records being located at its Executive Office. SouthPeak-UK is a limited company duly organized, validly existing and in good standing under the laws of the United Kingdom. Within thirty (30) calendar days from the date hereof, Borrower shall be duly qualified as a foreign limited liability company in good standing in each other state in which a Collateral location is situated or wherein the conduct of its business or the ownership of its property requires such qualification. Each Borrower has as its company name, as registered with the secretary of state of the state of its organization or similar authority, the words first inscribed hereinabove as its name, and, except as may be described on Exhibit “A”, has not done business under any other name for at least the past seven (7) years.

3.2Authority; Validity and Binding Effect. Borrower has the power to make, deliver and perform under the Loan Documents, and to borrow hereunder, and has taken all necessary and appropriate action to authorize the execution, delivery and performance of the Loan Documents. This Agreement and the remainder of the Loan Documents constitute, the valid obligations of Borrower, legally binding upon it and enforceable against it in accordance with their respective terms. The Borrower acknowledges that the Lender’s liens and security interests in the Collateral have been duly perfected as required by applicable law. No novation is intended or to be implied. The Collateral shall secure the Revolving Note and the other Obligations.

3.3Incumbency and Authority of Signing Parties. The undersigned Manager(s) of Borrower hold the office(s) specified hereinbelow and, in such capacity, are duly authorized and empowered to execute, attest and deliver this Agreement and the remainder of the Loan Documents for and on behalf of Borrower, and to bind Borrower accordingly thereby.

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3.4No Material Litigation. Except as may be set forth on Exhibit “A”, there are no legal proceedings pending (or, so far as Borrower or its Manager(s) know, threatened), before any court or administrative agency which, if adversely determined, could reasonably be expected to materially and adversely affect the financial condition or operations of Borrower.

3.5Taxes. Borrower has filed or caused to be filed all tax returns required to be filed by it and has paid all taxes shown to be due and payable by it on said returns or on any assessments made against it.

3.6Collateral Locations. Prior to July 1, 2001, no portion of SouthPeak’s Collateral has been located at any location other than2900 Polo Parkway, Suite 200, Midlothian, Virginia 23113. Thereafter, no portion of SouthPeak’s Collateral has been located at any location other than those identified as “Business Locations” on Exhibit “A” attached hereto.

3.7Organization. The articles of organization of and operating agreement, or similar charter or organizational documents, of Borrower are in full force and effect under the law of the state or other jurisdiction of its organization and all amendments to said articles of organization, operating agreement and other documents have been duly and properly made under and in accordance with all applicable laws.

3.8Insolvency. After giving effect to the execution and delivery of the Loan Documents and the making of any disbursements under the Revolving Note, Borrower will not be “insolvent”, within the meaning of such term as used in Virginia Code Section 8.1A-201(23) or as defined in Sec. 101(32) of the Bankruptcy Code; or be unable to pay its debts generally as such debts become due; or have an unreasonably small capital.

3.9Title. Borrower has good and marketable title to all of its properties subject to no material Lien of any kind except as otherwise disclosed in writing to Lender and as to the Collateral, except for the Permitted Encumbrances.

3.10Margin Stock. Borrower is not engaged principally, or as one of its important activities, in the business of purchasing or carrying any “margin stock”, as that term is defined in Section 221.2(h) of Regulation U of the Board of Governors of the Federal Reserve System, and no part of the proceeds of any borrowing made pursuant hereto will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock, or be used for any purpose which violates, or which is inconsistent with, the provisions of Regulation X of said Board of Governors. In connection herewith, if requested by Lender, Borrower will furnish to Lender a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in said Regulation U to the foregoing effect.

3.11No Violations. The execution, delivery and performance by Borrower of this Agreement and the Revolving Note have been duly authorized by all necessary action and do not and will not require any consent or approval of the members of Borrower, violate any provision of any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower or of the charter, operating agreement or similar organizational documents of Borrower, or result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower is a party or by which it or its properties may be bound or affected; and Borrower is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

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3.12Financial Statements. The financial statements of Borrower, the Guarantors and Borrower’s Consolidated Subsidiaries (if any) for its most recent Fiscal Year together with the financial statements of Borrower, the Guarantors and Borrower’s Consolidated Subsidiaries (if any) for that portion ended with its most recent Fiscal Quarter of its current Fiscal Year, for which statements have been prepared, copies of which heretofore have been furnished to Lender, are complete and accurately and fairly represent the financial condition of Borrower, the Guarantors and Borrower’s Consolidated Subsidiaries (if any), the results of its operations and the transactions in its equity accounts as of the dates and for the periods referred to therein, and have been prepared in accordance with GAAP. There are no material liabilities, direct or indirect, fixed or contingent, of Borrower, any Guarantor or any such Consolidated Subsidiaries as of the date of such financial statements which are not reflected therein or in the notes thereto. No Material Adverse Effect has occurred since the date of the balance sheet contained in financial statements described hereinabove.

3.13Purchase of Collateral. Except as disclosed on Exhibit “A”, within the twelve (12) months period preceding the Closing Date, neither Borrower nor any Subsidiary has purchased any of the Collateral in a bulk transfer or in a transaction which was outside the ordinary course of the business of Borrower’s seller.

3.14Pollution and Environmental Control. Borrower and each Subsidiary have obtained all permits, licenses and other authorizations which are required under, and is in material compliance with, all Environmental Laws.

3.15Possession of Permits. Borrower and each Subsidiary possess all franchises, certificates, licenses, permits and other authorizations from governmental political subdivisions or regulatory authorities, and all patents, trademarks, service marks, trade names, copyrights, licenses and other rights, free from burdensome restrictions, that are necessary for the ownership, maintenance and operation of any of its properties, assets and Collateral, and Borrower is not in violation of any thereof.

3.16Subsidiaries. As of the Closing Date, Borrower has no Subsidiaries except as described on Exhibit “A”.

3.17Federal Taxpayer Identification Number. SouthPeak’s federal taxpayer identification number is as indicated on Exhibit “A”.

3.18Employee Benefit Plans. As of the Closing Date, Borrower has no Employee Benefit Plans except as described on Exhibit “A”.

4.AFFIRMATIVE COVENANTS. Borrower covenants to Lender that from and after the date hereof, and so long as any amount remains unpaid on account of any of the Obligations or this Agreement remains effective (whichever is the last to occur), Borrower will comply (and cause each Subsidiary to comply) with the affirmative covenants set forth below:

4.1Records Respecting Collateral. All records of SouthPeak with respect to the Collateral will be kept at its Executive Office and will not be removed from such address without the prior written consent of Lender.

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4.2Further Assurances. Borrower shall duly execute and/or deliver (or cause to be duly executed and/or delivered) to Lender any instrument, invoice, document, document of title, dock warrant, dock receipt, warehouse receipt, bill of lading, order, financing statement, assignment, waiver, consent, financial report or other writing which may be reasonably necessary to Lender to carry out the terms of this Agreement and any of the other Loan Documents and to perfect its security interest in and facilitate the collection of the Collateral, the proceeds thereof, and any other property at any time constituting security to Lender. Borrower shall perform or cause to be performed such acts as Lender may reasonably request to establish and maintain for Lender a valid and perfected security interest in and security title to the Collateral, free and clear of any Liens other than Permitted Encumbrances.

4.3Right to Inspect. Lender (or any person or persons designated by it) may, in its sole discretion and at Borrower’s expense, call at any place of business of Borrower at any reasonable time and upon one (1) business day’s notice, and, without hindrance or delay, examine, inspect, audit, check and make extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to the Collateral, to Borrower’s business or to any other transactions between the parties hereto.

4.4Financial Statements.

4.4.1Monthly Financial Statements. SouthPeak shall, as soon as practicable, and in any event within twenty (20) days after the end of each month, furnish to Lender unaudited, management-prepared financial statements of SouthPeak, including balance sheets, income statements and statements of cash flow, organized on a divisional basis and prepared in accordance with GAAP, together with reconciliations of the preceding month’s Borrowing Base Certificates (hereinafter defined), for the month ended, certified as to truth and accuracy by a duly authorized manager of SouthPeak.

4.4.2Annual Financial Statements. SouthPeak shall, as soon as practicable, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, furnish to Lender the annual audited financial statements of SouthPeak, prepared by independent certified public accountants selected by SouthPeak and acceptable to Lender, and prepared in accordance with GAAP, together with balance sheets, income statements, statements of cash flows and other relevant financial statements of SouthPeak for the Fiscal Year then ended, with supporting schedules, on a consolidating and a consolidated basis, if applicable.

4.4.3Annual Financial Statements and Tax Returns of Guarantors. Guarantors shall, as soon as practicable after the Fiscal Year end of the Borrower, furnish to Lender the annual financial statements of the Guarantors, so that the Lender has, at all times, financial statements of the Guarantors which are no more than thirteen (13) months old, certified as to truth and accuracy by Guarantors. In addition, Guarantors shall deliver to Lender, within thirty (30) days of filing, complete copies of federal and state tax returns, as applicable, together with all schedules thereto, certified as to truth and accuracy by Guarantors. In the event an extension is filed, Guarantors shall deliver a copy of the extension within thirty (30) days of filing.

4.5Weekly Borrowing Certificates. No later than 12:00 p.m. (Richmond, Virginia time) on the second Business Day of each week, (a) a detailed borrowing base report for SouthPeak (each, a “Borrowing Base Certificate”), including totals, customer names and addresses, a reconciliation statement, and the original date of each invoice and demonstrating compliance with the borrowing base restrictions of Eligible Receivables set forth in this Agreement, in substantially the same form as attached hereto as Exhibit “D-1”, (b) an aged analysis by week of all outstanding receivables and payables in substantially the same form as attached hereto as Exhibit “D-2” (the form of which shall satisfy this subsection 4.5(b)), and (c) all other details or supporting documents relating to SouthPeak’s accounts receivable or inventory requested by Lender. In all cases, Borrower shall at a minimum provide to Lender, within twenty (20) days after the end of each calendar month (or at any other time reasonably requested by the Lender), a detailed accounts receivable aging report, setting forth totals, customer names, a reconciliation statement, the original date of each invoice, and such other information as the Lender shall reasonably require, including but not limited to customer addresses, all in form and substance satisfactory to the Lender.

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4.6Payment of Taxes. Borrower shall pay and discharge all taxes, assessments and governmental charges upon it, its income and its properties prior to the date on which penalties attach thereto, unless and to the extent only that (i) such taxes, assessments and governmental charges are being contested in good faith and by appropriate proceedings by Borrower, (ii) Borrower maintains reasonable reserves on its books therefor, and (iii) the non-payment of such taxes does not result in a Lien upon any of the Collateral other than a Permitted Encumbrance.

4.7Maintenance of Insurance. In addition to and cumulative with any other requirements imposed on Borrower under the Loan Documents with respect to insurance, SouthPeak shall maintain insurance with responsible insurance companies on such of its properties, in such amounts reasonably and against such risks as is customarily maintained by similar businesses operating in the same vicinity, but in any event to include business interruption, freight, loss, damage, flood, windstorm, fire, theft, extended coverage and product liability insurance in amounts reasonably satisfactory to Lender, which such insurance shall not be cancelable by SouthPeak, unless with the prior written consent of Lender, or by SouthPeak’s insurer, unless with at least thirty (30) days (or such lesser or greater number of days as Lender may agree or accept) advance written notice to Lender thereof. SouthPeak shall file with Lender upon its request a detailed list of such insurance then in effect stating the names of the insurance companies, the amounts and rate of insurance, the date of expiration thereof, the properties and risks covered thereby and the insured with respect thereto, a copy of each such insurance policy, and within thirty (30) days after notice in writing from Lender, obtain such additional insurance as Lender may reasonably request.

4.8Payments on Accounts.

4.8.1Cash Collateral Account; Lockbox. SouthPeak shall open and maintain at its expense a cash collateral account with Lender (the “Cash Collateral Account”), over which Lender alone shall have the power of withdrawal, and shall deposit all Payments to such account promptly upon receipt thereof. SouthPeak shall also execute and deliver to the Lender a Lockbox Agreement in form satisfactory to Lender and direct all Payments to the lockbox (“Lockbox”) established under the Lockbox Agreement and which shall be under the sole dominion and control of Lender. Thereafter, SouthPeak shall direct all account debtors to make all Payments on Accounts and other Collateral directly to the Lockbox. SouthPeak shall pay all fees and charges in connection with such lockbox arrangement (if any) as such fees and charges may change from time to time. All Payment items received by SouthPeak on Accounts and sale of inventory and other Collateral shall be held by SouthPeak in trust for Lender and not commingled with SouthPeak’s funds and shall be delivered promptly by SouthPeak to Lender. All such items shall be the exclusive property of Lender upon the earlier of the receipt thereof by Lender or by SouthPeak. SouthPeak hereby grants to Lender a security interest in and lien upon all items and balances held in the Lockbox and any deposit account (including the Cash Collateral Account) as collateral for the Obligations.

4.8.2Attorney in Fact. SouthPeak hereby irrevocably appoints Lender (and any duly authorized Person designated by Lender) as SouthPeak’s attorney-in-fact to endorse SouthPeak’s name on any checks, drafts, money orders or other media of payment which come into Lender’s possession or control; this power being coupled with an interest is irrevocable so long as any of the Indebtedness remain outstanding. Such endorsement by Lender under power of attorney shall, for all purposes, be deemed to have been made by SouthPeak (prior to any subsequent endorsement by Lender) in negotiation of the item.

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4.8.3Interest Calculation. For the purpose of calculating interest due under this Agreement, only Payments that have become, and are indicated as, collected funds in the Cash Collateral Account shall be applied to the Loan by Lender. Payments which are credited to SouthPeak’s loan account from the Cash Collateral Account or the Lockbox after 2:00 P. M. on any Business Day shall be credited to SouthPeak’s loan account on the next Business Day. No Payments received by Lender shall constitute payment to Lender until such Payment is actually collected by Lender and credited to SouthPeak’s loan account; provided, however, Lender shall have the right to charge back of SouthPeak any Payment which is returned for inability to collect, plus accrued interest during the period of Lender’s provisional credit for such item prior to receiving notice of dishonor.

4.8.4Notification to Account Debtors. Upon an Event of Default, Lender shall have the right at any time to notify Account Debtors of its security interest in the Accounts and to require Payments to be made directly to Lender or to the Lockbox. To facilitate direct collection and upon an Event of Default, SouthPeak hereby appoints Lender and any officer or employee of Lender, as Lender may from time to time designate, as attorney-in-fact for SouthPeak to (a) receive, open and dispose of all mail addressed to SouthPeak and take therefrom any Payments or proceeds of Accounts; (b) take over SouthPeak’s post office boxes or make other arrangements, in which SouthPeak shall cooperate, to receive SouthPeak’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to SouthPeak to such address as Lender shall designate; (c) endorse the name of SouthPeak in favor of Lender upon any and all Payments that may come into Lender’s possession; (d) sign and endorse the name of SouthPeak on any invoice or bill of lading relating to any Account, on verifications of Accounts sent to any Debtor, to drafts against Account Debtors, to assignments of Accounts and to notices to Account Debtors; and (e) do all acts and things necessary to carry out this Agreement, including signing the name of SouthPeak on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted by the UCC. SouthPeak hereby ratifies and approves all acts of such attorney-in-fact and neither Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law unless occasioned by Lender’s or such attorney-in-fact’s gross negligence. This power, being coupled with an interest, is irrevocable so long as any of the Obligations remain unsatisfied.

4.8.5Collections Liability. Lender shall not, under any circumstances, be liable for any error or omission or delay of any kind occurring in the settlement, collection or payment of any Account or any instrument received in payment thereof or for any damage resulting therefrom unless occasioned by Lender’s fraud, gross negligence or willful misconduct. Lender may, after the occurrence of an Event of Default, without notice to or consent from SouthPeak, sue upon or otherwise collect, extend the time of payment of, or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurance applicable thereto and/or release the obligor thereon. Lender is authorized to accept the return of the goods represented by any of the Accounts, without notice to or consent of SouthPeak, or without discharging or any way affecting the Obligations. Lender shall not be liable for or prejudiced by any loss, depreciation or other damage to the Accounts and other Collateral unless caused by Lender’s fraud, gross negligence or willful misconduct.

4.9Certificate of Compliance and No Default. SouthPeak shall, on a quarterly basis not later than thirty (30) days after the close of each Fiscal Quarter, certify to Lender, in a statement executed by the Manager(s) of SouthPeak, in the form of Exhibit “B” attached hereto, that no Event of Default and no Default Condition exists or has occurred, or, if an Event of Default or Default Condition exists or has occurred, specifying the nature and period of existence thereof.

4.10Change of Principal Place of Business. Borrower hereby understands and agrees that if, at any time hereafter, Borrower elects to move its Executive Office, or if Borrower elects to change its name, identity, structure, type or status, Borrower will notify Lender in writing at least thirty (30) days prior thereto.

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4.11Waivers. With respect to each of the Collateral locations, SouthPeak will obtain such waivers of lien, estoppel certificates or subordination agreements as Lender may reasonably require to insure the priority of its security interest in that portion of the Collateral situated at such locations.

4.12Preservation of Existence. Borrower shall preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign limited liability company in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or the ownership of its properties.

4.13Compliance With Laws. Borrower and each of its Subsidiaries shall comply with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, noncompliance with which would or could materially adversely affect their respective financial condition or the ownership, maintenance or operation of any material portion of any of their respective properties. Without limiting the foregoing, Borrower and its Subsidiaries shall obtain and maintain all permits, licenses and other authorizations which are required under, and otherwise comply with, all federal, state, local and foreign laws and regulations.

4.14Subordinations. Borrower shall provide Lender with a subordination agreement, in form satisfactory to Lender, executed by any Person who is an owner or agent of Borrower to whom Borrower is or hereafter becomes indebted for money borrowed, subordinating in right of payment and claim all of such indebtedness and any future advances thereon to the claims of Lender on the Revolving Note and the other Obligations so long as any amount remains unpaid on the Revolving Note or any of the Obligations. Such subordination agreement shall provide, among other things, that no principal or interest on any such indebtedness shall be repaid unless and until there is no outstanding balance due and payable on the Revolving Note or on any other Obligations of Borrower to Lender.

4.15Certain Required Notices. Promptly, upon its receipt of notice or knowledge thereof, Borrower will report to Lender: (i) any lawsuit or administrative proceeding in which Borrower is a defendant in which the amount or amounts in controversy exceed $100,000; or (ii) the existence and nature of any Default Condition or Event of Default.

4.16Primary Deposit Relationship. SouthPeak shall at all times maintain its primary deposit relationship and treasury management services with the Lender.

4.17Subsequently Created Subsidiaries. In the event Borrower creates a new Subsidiary (with Lender’s consent as required by Section 5.10), Borrower shall execute a pledge agreement pledging the equity interests of the Subsidiary to Lender and shall cause the Subsidiary to execute a Guaranty Agreement and Security Agreement.

4.18Management. Borrower’s executive management shall be reasonably satisfactory to Lender. Lender shall be consulted in advance of any changes in the executive management of Borrower.

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5.NEGATIVE COVENANTS. Borrower covenants to Lender that from and after the date hereof and so long as any amount remains unpaid on account of any of the Obligations or this Agreement remains effective (whichever is the last to occur), Borrower will not do (and will not permit any Subsidiary to do), without the prior written consent of Lender, which consent may be withheld by Lender in its sole discretion, any of the things or acts set forth below:

5.1Encumbrances. Create, assume, or suffer to exist any Lien on its property, except for Permitted Encumbrances. Without limiting the generality of the foregoing, Borrower agrees that the assets of SouthPeak-UK shall not be pledged to any party other than Lender.

5.2Debt. Incur, assume, or suffer to exist any Debt, except for: (i) Debt to Lender or any Affiliate of Lender; (ii) Subordinated Debt; (iii) trade payables and contractual obligations to suppliers and customers incurred in the ordinary course of business; (iv) accrued pension fund and other employee benefit plan obligations and liabilities (provided, however, that such Debt does not result in the existence of any Event of Default or Default Condition under any other provision of this Agreement); (v) deferred taxes; and (vi) debt which serves as the underlying basis for the Permitted Encumbrances.

5.3Contingent Liabilities. Guarantee, endorse, become surety with respect to or otherwise become directly or contingently liable for or in connection with the obligations of any other Person.

5.4Dividends; Distributions. Declare or pay any dividends on, or make any distribution with respect to, its equity interests except to the extent necessary to pay income tax on the income of the members of the Borrower directly attributable to the Borrower’s or such member’s income received from Borrower.

5.5Redemption. Purchase, redeem, or otherwise acquire for value any of its equity interests.

5.6Mergers. Dissolve, liquidate, merge, lease, transfer or otherwise terminate its limited liability company or limited company status or enter into any merger, reorganization or consolidation or dispose of any material portion of its assets or make any substantial change in the basic type of business conducted by Borrower and its Subsidiaries, as of the Closing Date.

5.7Business Locations. Transfer its principal place of business or chief executive office, or open new locations or warehouses, or transfer existing locations or warehouses or maintain records with respect to Collateral, to or at any locations other than those at which the same are presently kept or maintained as set forth on Exhibit “A”, except upon at least thirty (30) days prior written notice to Lender and after the delivery to Lender of financing statements, if required by Lender, in form satisfactory to Lender, to perfect or continue the perfection of Lender’s Lien.

5.8Affiliate Transactions. Enter into, or be a party to, or permit any Subsidiary to enter into or be a party to, any transaction with any Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of Borrower’s or such Subsidiary’s business and upon fair and reasonable terms which are fully disclosed to Lender and are no less favorable to Borrower than would obtain in a comparable arm’s length transaction with a Person not an Affiliate.

5.9Capital Expenditures.Make Capital Expenditures, including payments due under Capital Leases, in any Fiscal Year in excess of $100,000.00 without prior written consent of Lender.

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5.10Subsidiaries. Create any Subsidiary or divest itself of any material assets by transferring them to any Subsidiary without the prior written consent of the Lender and the pledge of equity interests of the new Subsidiary and execution of a Guaranty Agreement and Security Agreement by the new Subsidiary.

5.11Fiscal Year. Change its Fiscal Year, or permit any Subsidiary to have a fiscal year different from the Fiscal Year of Borrower.

5.12Disposition of Assets. Sell, lease or otherwise dispose of any of its properties, including any disposition of property as part of a sale and leaseback transaction, to or in favor of any Person, except: (i) sales of inventory Collateral in the ordinary course of Borrower’s business; or (ii) dispositions otherwise expressly authorized by this Agreement.

5.13Federal Taxpayer Identification Number. Change its federal taxpayer identification number without prior written notice to Lender.

5.14Employee Benefit Plans. Permit an Employee Benefit Plan to become underfunded or create any Employee Benefit Plan without prior written notice to Lender and upon such notification, this Agreement shall be amended as determined necessary by Lender in its discretion as a result of the creation of such Plan.

5.15Acquisitions. Borrower shall not make acquisitions other than in the ordinary course of business except with the prior written consent of Lender and so long as Borrower is in compliance with the terms of this Agreement.

6.INTENTIONALLY OMITTED.

7.EVENTS OF DEFAULT. The occurrence of any events or conditions set forth below shall constitute an Event of Default hereunder, provided that any requirement for the giving of notice or the lapse of time, or both, has been satisfied:

7.1Obligations. Borrower shall fail to make any payments on any of its Obligations when due.

7.2Misrepresentations. Borrower or any Subsidiary shall make any representations or warranties in any of the Loan Documents or in any certificate or statement furnished at any time hereunder or in connection with any of the Loan Documents which proves to have been untrue or misleading in any material respect when made or furnished.

7.3Reporting Covenants; Cure Period. Borrower shall: (a) default in the observance or performance of any covenant or agreement contained in Section 4.5, unless such default is cured to Lender’s satisfaction within two (2) days after receipt of notice of such default from Lender; or (b) default in the observance or performance of any covenant or agreement contained in Sections 4.4.1, 4.4.2, 4.4.3 or 4.9 unless such default is cured to Lender’s satisfaction within fifteen (15) days after receipt of notice of such default from Lender.

7.4Other Covenants; Cure Period. Borrower or any Subsidiary or Guarantor shall default in the observance or performance of any covenant or agreement contained herein, in any of the other Loan Documents (other than a default the performance or observance of which is dealt with specifically elsewhere in this Section 7) unless: (i) with respect to this Agreement, such default is cured to Lender’s satisfaction within thirty (30) days after the sooner to occur of receipt of notice of such default from Lender or the date on which such default first becomes known to Borrower; and (ii) with respect to any other Loan Document, such default is cured within any applicable grace, cure or notice and cure period contained therein, if any.

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7.5Other Debts. Borrower shall default in connection with any agreement for Debt with any creditor other than Lender which entitles said creditor to accelerate the maturity thereof.

7.6Voluntary Bankruptcy. Borrower or any Subsidiary shall file a voluntary petition in bankruptcy or a voluntary petition or answer seeking liquidation, reorganization, arrangement, readjustment of its debts, or for any other relief under the Bankruptcy Code, or under any other act or law pertaining to insolvency or debtor relief, whether state, Federal, or foreign, now or hereafter existing; Borrower or any Subsidiary shall enter into any agreement indicating its consent to, approval of, or acquiescence in, any such petition or proceeding; Borrower or any Subsidiary shall apply for or permit the appointment by consent or acquiescence of a receiver, custodian or trustee of Borrower or any Subsidiary for all or a substantial part of its property; Borrower or any Subsidiary shall make an assignment for the benefit of creditors; or Borrower or any Subsidiary shall be unable or shall fail to pay its debts generally as such debts become due, or Borrower or any Subsidiary shall admit, in writing, its inability or failure to pay its debts generally as such debts become due.

7.7Involuntary Bankruptcy. There shall have been filed against Borrower or any Subsidiary an involuntary petition in bankruptcy or seeking liquidation, reorganization, arrangement, readjustment of its debts or for any other relief under the Bankruptcy Code, or under any other act or law pertaining to insolvency or debtor relief, whether state, federal or foreign, now or hereafter existing, and such petition is not dismissed within sixty (60) days; Borrower or any Subsidiary shall suffer or permit the involuntary appointment of a receiver, custodian or trustee of Borrower or any Subsidiary or for all or a substantial part of its property; or Borrower or any Subsidiary shall suffer or permit the issuance of a warrant of attachment, execution or similar process against all or any substantial part of the property of Borrower or any Subsidiary and is not vacated or stayed within sixty (60) days of such attachment, execution, or similar process.

7.8Damage, Loss, Theft or Destruction of Collateral. There shall have occurred material uninsured damage to, or loss, theft or destruction of, any material part of the Collateral.

7.9Default in Agreement with Third Party. If there is a default, after the expiration of any applicable grace or cure period, in any loan agreement, mortgage, indenture or other material agreement to which Borrower is a party with third parties, and Lender determines that such default shall have a Material Adverse Effect on Borrower’s business or the prospects for repayment of the Obligations.

7.10Judgments. A final judgment or order for the payment of money is rendered against Borrower or any Subsidiary in the amount of $25,000 or more (exclusive of amounts covered by insurance) and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order, or (ii) a stay of enforcement of such judgment or order, by reason of pending appeal or otherwise, shall not be in effect for any period of thirty (30) consecutive days.

7.11Bankruptcy of Affiliate. Any motion, complaint or other pleading is filed in any bankruptcy case of any Affiliate of the Borrower and such motion, complaint or pleading seeks the consolidation of Borrower’s assets and liabilities with the assets and liabilities of such Person.

7.12Material Adverse Effect. There shall be any event, act, condition or occurrence having a Material Adverse Effect.

7.13Change of Control, Etc. Any of the following shall occur: (i) any Person or group of Persons shall have become, after the date hereof, the beneficial owner of equity interests of the Borrower representing ten percent (10%) or more of the combined voting power of the then-outstanding equity interests of Borrower; or (ii) the Manager(s) of the Borrower shall cease to consist of a majority of the individuals who constituted the Manager(s) immediately following the consummation of the Closing.

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7.14Deemed Insecure. Lender, at any time and in good faith, shall deem itself insecure (and for the purposes of this Agreement, Lender shall be entitled to deem itself insecure when any Guarantor terminates a Guarantee, or when some event occurs, fails to occur or is threatened or some objective condition exists or is threatened which significantly impairs the prospects that any of the Obligations will be paid when due, which significantly impairs the value of the Collateral to Lender or which significantly affects the financial or business condition of Borrower).

7.15Change in Management, Etc. Either of Terry M. Phillips or Gregory R. Phillips shall become incapacitated, cease to be managers or officers of Borrower or otherwise cease to be actively involved in the day to day executive management of Borrower, or Borrower shall fail to maintain executive management having sufficient skill and experience in Borrower’s industry to manage Borrower competently and efficiently.

7.16Related Loans. There shall be any Event of Default under any of the Related Loan Agreements.

8.REMEDIES. Upon the occurrence of any Default Condition or Event of Default, Lender’s obligation to extend financing under the Loans shall immediately cease; provided, however, that if such obligation has ceased due to the occurrence of a Default Condition, and such Default Condition does not become an Event of Default due to its having been cured or waived before it has matured into an Event of Default, then such obligation shall be reinstated as of the date such Default Condition is cured or waived. Upon the occurrence or existence of any Event of Default, or any time thereafter, without prejudice to the rights of Lender to enforce its claims against Borrower for damages for failure by Borrower to fulfill any of its obligations hereunder, subject only to prior receipt by Lender of payment in full of all Obligations then outstanding in a form acceptable to Lender, Lender shall have all of the rights and remedies set forth below, and it may exercise any one, more, or all of such remedies, in its sole discretion, without thereby waiving any of the others.

8.1Acceleration of the Obligations. Lender, at its option, may declare all of the Obligations (including but not limited to that portion thereof evidenced by the Revolving Note) to be immediately due and payable, whereupon the same shall become immediately due and payable without presentment, demand, protest, notice of nonpayment or any other notice required by law relative thereto, all of which are hereby expressly waived by Borrower, anything contained herein to the contrary notwithstanding. If any note of Borrower to Lender constituting Obligations, including, without limitation, the Revolving Note, shall be a demand instrument, however, the recitation of the right of Lender to declare any and all Obligations to be immediately due and payable, whether such recitation is contained in such note or in this Agreement, as well as the recitation of the above events permitting Lender to declare all Obligations due and payable, shall not constitute an election by Lender to waive its right to demand payment under a demand at any time and in any event, as Lender in its discretion may deem appropriate. Thereafter, Lender, at its option, may, but shall not be obligated to, accept less than the entire amount of Obligations due, if tendered, provided, however, that unless then agreed to in writing by Lender, no such acceptance shall or shall be deemed to constitute a waiver of any Event of Default or a reinstatement of any commitments of Lender hereunder.

8.2Interest Rate. If Lender so elects, by further written notice to Borrower, Lender may increase the rate of interest charged on the Revolving Note then outstanding for so long thereafter as Lender further shall elect to an amount not to exceed the Default Rate.

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8.3Remedies of a Secured Party. Lender shall thereupon have the rights and remedies of a secured party under the UCC in effect on date thereof (regardless of whether the same has been enacted in the jurisdiction where the rights or remedies are asserted), including, without limitation, the right to take possession of any of the Collateral or the proceeds thereof, to sell or otherwise dispose of the same, to apply the proceeds therefrom to any of the Obligations in such order as Lender, in its sole discretion, may elect. Lender shall give Borrower written notice of the time and place of any public sale of the Collateral or the time after which any other intended disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is given to Borrower at least ten (10) days before such disposition. Expenses of retaking, holding, insuring, preserving, protecting, preparing for sale or selling or the like with respect to the Collateral shall include, in any event, reasonable attorneys’ fees and other legally recoverable collection expenses, all of which shall constitute Obligations.

8.4Repossession of the Collateral. Lender may take the Collateral or any portion thereof into its possession, by such means (without breach of the peace) and through agents or otherwise as it may elect (and, in connection therewith, demand that Borrower assemble the Collateral at a place or places and in such manner as Lender shall prescribe), and sell, lease or otherwise dispose of the Collateral or any portion thereof in its then condition or following any commercially reasonable preparation or processing, which disposition may be by public or private proceedings, by one or more contracts, as a unit or in parcels, at any time and place and on any terms, so long as the same are commercially reasonable and Borrower hereby waives all rights which Borrower has or may have to notice and to a judicial hearing prior to seizure of any Collateral by Lender.

8.5Other Remedies. Unless and except to the extent expressly provided for to the contrary herein, the rights of Lender specified herein shall be in addition to, and not in limitation of, Lender’s rights under the UCC, as amended from time to time, or any other statute or rule of law or equity, or under any applicable foreclosure laws, or under any other provision of any of the Loan Documents, or under the provisions of any other document, instrument or other writing executed by Borrower or any third party in favor of Lender, all of which may be exercised successively or concurrently.

8.6Set Off; Debiting Accounts. Upon the occurrence of an Event of Default, Lender may set off against the Obligations any funds owed by Lender to Borrower. In addition, upon the occurrence of an Event of Default, Lender may satisfy all or any part of the Obligations, at Lender’s option (without any obligation to do so), by Lender’s debiting any deposit account or investment account of Borrower for the amount thereof.

9.MISCELLANEOUS.

9.1Waiver. Each and every right granted to Lender under this Agreement, or any of the other Loan Documents, or any other document delivered hereunder or in connection herewith or allowed it by law or in equity, shall be cumulative and may be exercised from time to time. No failure on the part of Lender to exercise, and no delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right preclude any other or future exercise thereof or the exercise of any other right. No waiver by Lender of any Default Condition or Event of Default shall constitute a waiver of any subsequent Default Condition or Event of Default.

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9.2Governing Law. THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT REGARD TO ANY STATE’S CONFLICTS OF LAWS RULES.

9.3Survival. All representations, warranties and covenants made herein and in the Loan Documents shall survive the execution and delivery hereof and thereof. The terms and provisions of this Agreement shall continue in full force and effect, notwithstanding the payment of the Revolving Note, until all of the Obligations have been paid in full and Lender has terminated this Agreement in writing.

9.4No Assignment by Borrower. No assignment hereof or of any Loan Document shall be made by Borrower without the prior written consent of Lender. Lender may assign, or sell participations in, its rights, title and interest herein and in the Loan Documents at any time hereafter without notice to or consent of Borrower.

9.5Counterparts. This Agreement may be executed in two or more counterparts, each of which when fully executed shall be an original, and all of said counterparts taken together shall be deemed to constitute one and the same agreement.

9.6Reimbursement. Borrower shall pay to Lender on demand all out-of-pocket costs and expenses that Lender pays or actually incurs in connection with the negotiation, preparation, consummation, enforcement and termination of this Agreement and the other Loan Documents, including, without limitation: (a) reasonable attorneys’ fees and paralegals’ fees and disbursements of outside counsel; (b) costs and expenses (including reasonable outside attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent or subsequent closing in connection with the Loan Documents and the transactions contemplated thereby; (c) costs and expenses of lien and title searches and title insurance; (d) actual taxes, fees and other charges for recording any deeds to secure debt, deeds of trust, mortgages, filing financing statements and continuations, and other actions to perfect, protect and continue the Lien of Lender in the Collateral; (e) sums paid or incurred to pay for any amount or to take any action required of Borrower under the Loan Documents that Borrower fails to pay or take; (f) costs of appraisals, inspections, field audits and verifications of the Collateral, including, without limitation, costs of travel, for inspections of the Collateral and Borrower’s operations by Lender or its designees; (g) costs and expenses of preserving and protecting the Collateral; and (h) after an Event of Default, costs and expenses (including reasonable attorneys’ and paralegals’ fees and disbursements) paid or incurred to obtain payment of the Obligations, enforce the Lien in the Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Loan Documents or to defend any claim made or threatened against Lender arising out of the transactions contemplated hereby (including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid to Borrower. All of the foregoing costs and expenses may, in the discretion of Lender, be paid as provided in Section 2.2.1(c). Borrower will pay all expenses incurred by it in the transaction. In the event Borrower becomes a debtor under the Bankruptcy Code, Lender’s secured claim in such case shall include interest on the Obligations and all fees, costs and charges provided for herein (including, without limitation, reasonable attorneys’ fees actually incurred), all to the extent allowed by the Bankruptcy Code.

9.7Successors and Assigns. This Agreement and Loan Documents shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto and thereto.

9.8Severability. If any provision this Agreement or of any of the Loan Documents or the application thereof to any party thereto or circumstances shall be invalid or unenforceable to any extent, the remainder of such Loan Documents and the application of such provisions to any other party thereto or circumstance shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

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9.9Notices. All notices, requests and demands to or upon the respective parties hereto shall be deemed to have been given or made when personally delivered or deposited in the mail, registered or certified mail, postage prepaid, addressed to the Borrower at its Executive Office and to the Lender at SunTrust Bank, Mail Code HDQ 2102, 919 East Main Street, Richmond, Virginia 23219, Attn: Mr. Max C. Morehead, Jr., Senior Vice President (or to such other address as may be designated hereafter in writing by the respective parties hereto) except in cases where it is expressly provided herein or by applicable law that such notice, demand or request is not effective until received by the party to whom it is addressed.

9.10Entire Agreement; Amendments. This Agreement, together with the remaining Loan Documents, constitute the entire agreement between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any Loan Document may be changed, waived, discharged, modified or terminated orally, but only by an instrument in writing signed by the party against whom enforcement is sought.

9.11Time of Essence. Time is of the essence in this Agreement and the other Loan Documents.

9.12Interpretation. No provision of this Agreement or any Loan Document shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or dictated such provision.

9.13Lender Not a Joint Venturer. Neither this Agreement nor any Loan Document shall in any respect be interpreted, deemed or construed as making Lender a partner or joint venturer with Borrower or as creating any similar relationship or entity, and Borrower agrees that it will not make any contrary assertion, contention, claim or counterclaim in any action, suit or other legal proceeding involving Lender and Borrower.

9.14Jurisdiction. BORROWER AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY LOAN DOCUMENT MAY BE BROUGHT IN THE CIRCUIT COURT OF THE CITY OF RICHMOND, VIRGINIA OR THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA, RICHMOND DIVISION, ALL AS LENDER MAY ELECT. BY EXECUTION OF THIS AGREEMENT, BORROWER HEREBY SUBMITS TO EACH SUCH JURISDICTION, HEREBY EXPRESSLY WAIVING WHATEVER RIGHTS MAY CORRESPOND TO IT BY REASON OF ITS PRESENT OR FUTURE DOMICILE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED OR REQUIRED BY LAW.

9.15Acceptance. This Agreement, together with the other Loan Documents, shall not become effective unless and until delivered to Lender at its principal office in the Commonwealth of Virginia and accepted in writing by Lender at such office as evidenced by its execution hereof (notice of which delivery and acceptance are hereby waived by Borrower).

9.16Payment on Non-Business Days. Whenever any payment to be made hereunder or under the Revolving Note shall be stated to be due on a Saturday, Sunday or a public holiday under the laws of the Commonwealth of Virginia, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest hereunder or under the Revolving Note.

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9.17Cure of Defaults by Lender. If, hereafter, Borrower defaults in the performance of any duty or obligation to Lender hereunder or under any Loan Document, Lender may, at its option, but without obligation, cure such default and any costs, fees and expenses incurred by Lender in connection therewith including, without limitation, for the purchase of insurance, the payment of taxes and the removal or settlement of liens and claims, shall be deemed to be advances against the Revolving Note, whether or not this creates an overadvance thereunder, and shall be payable in accordance with its terms.

9.18Recitals. All recitals contained herein are hereby incorporated by reference into this Agreement and made part thereof.

9.19Attorney-in-Fact. Borrower hereby designates, appoints and empowers Lender irrevocably as its attorney-in-fact, at Borrower’s cost and expense, to do in the name of Borrower any and all actions which Lender may deem necessary or advisable to carry out the terms of this Agreement or any other Loan Document upon the failure, refusal or inability of Borrower to do so and Borrower hereby agrees to indemnify and hold Lender harmless from any costs, damages, expenses or liabilities arising against or incurred by Lender in connection therewith.

9.20Sole Benefit. The rights and benefits set forth in this Agreement and the other Loan Documents are for the sole and exclusive benefit of the parties hereto and thereto and may be relied upon only by them.

9.21Indemnification. Borrower will hold Lender, its respective directors, officers, employees, agents, Affiliates, successors and assigns harmless from and indemnify Lender, its respective directors, officers, employees, agents, Affiliates, successors and assigns against, all loss, damages, costs and expenses (including, without limitation, reasonable attorney’s fees, costs and expenses) actually incurred by any of the foregoing, whether direct, indirect or consequential, as a result of or arising from or relating to any “Proceedings” (as defined below) by any Person, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any Person under any statute, case or regulation, including, without limitation, any federal or state securities laws or under any common law or equitable case or otherwise, arising from or in connection with this Agreement, and any other of the transactions contemplated by this Agreement, except to the extent such losses, damages, costs or expenses are due to the willful misconduct or gross negligence of Lender. As used herein, “Proceedings” shall mean actions, suits or proceedings before any court, governmental or regulatory authority and shall include, particularly, but without limitation, any actions concerning Environmental Laws. At the request of Lender, Borrower will indemnify any Person to whom Lender transfers or sells all or any portion of its interest in the Obligations or participations therein on terms substantially similar to the terms set forth above. Lender shall not be responsible or liable to any Person for consequential damages which may be alleged as a result of this Agreement or any of the transactions contemplated hereby. The obligations of Borrower under this Section shall survive the termination of this Agreement and payment of the Obligations.

9.22JURY TRIAL WAIVER. EACH OF BORROWER AND LENDER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, OBLIGATIONS OR THE COLLATERAL.

10.CONDITIONS PRECEDENT. Unless waived in writing by Lender at or prior to the execution and delivery of this Agreement, the conditions set forth below shall constitute express conditions precedent to any obligation of Lender hereunder. These conditions shall be in addition to, and not in replacement of, any of the conditions precedent contained in any of the other Loan Documents.

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10.1Manager’s Certificate. Receipt by Lender of a certificate from the Manager(s) of Borrower, certifying to Lender that appropriate resolutions have been entered into by the Member(s) or Manager(s) of Borrower incident hereto and that the Manager(s) of Borrower whose signatures appear hereinbelow, on the other Loan Documents, and on any and all other documents, instruments and agreements executed in connection herewith, are duly authorized by the Member(s) or Manager(s) of Borrower for and on behalf of Borrower to execute and deliver this Agreement, the other Loan Documents and such other documents, instruments and agreements, and to bind Borrower accordingly thereby, all in form and substance acceptable to Lender.

10.2Good Standing Certificates. Receipt by Lender of a certificate of good standing with respect to Borrower and each Subsidiary from the secretaries of state of the state of organization of Borrower and of any state in which a Collateral location is situated, dated within thirty (30) days of the date hereof.

10.3Guarantees. The Guarantees duly executed by the Guarantors, in a form satisfactory to the Lender in its sole discretion.

10.4Loan Documents. Receipt by Lender of all the other Loan Documents, duly executed, in form and substance acceptable to Lender.

10.5Financing Statements. Receipt by Lender of any Uniform Commercial Code financing statements respecting the Collateral as deemed necessary by Lender, duly executed by Borrower and each Subsidiary (if requested) in form and substance acceptable to Lender accompanied by Uniform Commercial Code searches acceptable to the Lender in all respects and accompanied by certificates of filing in all jurisdiction deemed necessary by the Lender.

10.6Opinion of Counsel. Receipt by Lender of an acceptable opinion of counsel from independent legal counsel to SouthPeak.

10.7No Default. No Default Condition or Event of Default shall exist and Borrower shall in all respects be in compliance with all of the terms of the Loan Documents, as evidenced by its delivery of a certificate of no default to such effect, to be substantially in the form of Exhibit “B” attached hereto.

10.8Telephone Instruction Letter. Receipt by Lender of a telephone instruction letter, concerning requests for advances under the Revolving Note, to be substantially in the form of Exhibit “C” attached hereto.

10.9Other. Receipt by Lender of such other documents, certificates, instruments and agreements as shall be required hereunder or provided for herein or as Lender or Lender’s counsel may require in connection herewith.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

 LENDER:

 SUNTRUST BANK

By:	(SEAL)
Name:
Title:

 BORROWER:

 SOUTHPEAK INTERACTIVE, L.L.C.,

 a Virginia limited liability company

By:	(SEAL)
Name:

 SOUTHPEAK INTERACTIVE LIMITED,

 a United Kingdom limited company

By:	(SEAL)
Name:
Title:

27

FIRST ADDENDUM TO LOAN AGREEMENT

THIS FIRST ADDENDUM TO LOAN AGREEMENT (this “Addendum”), dated as of June 1, 2006, is made by SOUTHPEAK INTERACTIVE, L.L.C., a Virginia limited liability company (“SouthPeak”), SOUTHPEAK INTERACTIVE LIMITED, a United Kingdom limited company (“SouthPeak-UK”), jointly and severally (SouthPeak and SouthPeak-UK shall be referred to herein collectively or individually, whether one or more in number, as the “Borrower”), and provides as follows:

RECITALS:

A.The Borrower and SunTrust Bank (the “Bank”) are parties to that certain Loan Agreement dated December 16, 2005 pursuant to which the Bank agreed to provide a Revolving Line of Credit to the Borrower in the original principal amount of $5,000,000 (the “Loan Agreement”).

B.The Bank has agreed to modify the Limitations on the Revolving Loan pursuant to the Loan Agreement.

C.As a condition to modifying the limitations of the Revolving Loan, the Bank has required the Borrower to modify the Loan Agreement as set forth herein, and the Borrower executes this Addendum to amend the Loan Agreement as set forth below.

AMENDMENT:

The Loan Agreement is hereby amended as follows:

1.Section 2.1.2 of the Loan Agreement is hereby deleted in its entirety and this now Section 2.1.2 is substituted in its place:

2.1.2Limitations on Revolving Loan. Notwithstanding anything contained in this Agreement to the contrary, including, without limitation, the provisions of the foregoing Section 2.1.1. the aggregate outstanding principal balance of Advances under the Revolving Loan (the “Total Outstandings”) at any one time shall not exceed the lesser of (a) the original principal amount of the Revolving Note, or (b) the Borrowing Base (hereinafter defined). In the event that the Total Outstandings at any time exceeds the Borrowing Base, Borrower shall pay to Lender the amount of such excess within three (3) business days of receipt by Borrower of written notice of such excess from Lender. For purposes of this Agreement, the term “Borrowing Base” shall mean (i) from the date hereof until and including February 28, 2006, seventy-five percent (75%) of the net amount of Eligible Receivables, plus $2,000,000.00; (ii) from and including March 1, 2006 until and including March 31, 2006, seventy-five percent (75%) of the net amount of Eligible Receivables, plus $1,500,000.00; (iii) from and including April 1, 2006 until and including July 31, 2006, seventy-five percent (75%) of the net amount of Eligible Receivables, plus $750,000.00; and (iv) from and including August 1, 2006 until and including the Termination Date, seventy-five percent (75%) of the net amount of Eligible Receivables.

2.In all other respects, the Loan Agreement is hereby ratified and confirmed.

The Borrower has caused this Addendum to be duly executed and delivered by its proper and duly authorized representative as of the day and year first above written.

SOUTHPEAK INTERACTIVE, L.L.C.,
a Virginia limited liability company
By:	/s/ Terry M. Phillips	(SEAL)
	Terry M. Phillips, Manager

SOUTHPEAK INTERACTIVE, LIMITED,
a United Kingdom limited company
By:	/s/ Greg Phillips	(SEAL)
Name:	Greg Phillips
Title:	Secretary

2

SECOND ADDENDUM TO LOAN AGREEMENT

THIS SECOND ADDENDUM TO LOAN AGREEMENT (this “Addendum”), dated as of October 5, 2006, is made by SOUTHPEAK INTERACTIVE, L.L.C., a Virginia limited liability company (“SouthPeak”), SOUTHPEAK INTERACTIVE LIMITED, a United Kingdom limited company (“SouthPeak-UK”), jointly and severally (SouthPeak and SouthPeak-UK shall be referred to herein collectively or individually, whether one or more in number, as the “Borrower”), and provides as follows:

RECITALS:

A.The Borrower and SunTrust Bank (the “Bank”) are parties to that certain Loan Agreement dated December 16, 2005 pursuant to which the Bank agreed to provide a Revolving Line of Credit to the Borrower in the original principal amount of $5,000,000 (the “Loan Agreement”).

B.The Bank has agreed to modify the Limitations on the Revolving Loan pursuant to the Loan Agreement.

C.As a condition to modifying the limitations of the Revolving Loan, the Bank has required the Borrower to modify the Loan Agreement as set forth herein, and the Borrower executes this Addendum to amend the Loan Agreement as set forth below.

AMENDMENT:

The Loan Agreement is hereby amended as follows:

1.Within Section 1.1.1 of the Loan Agreement, under the definition of eligible receivables, number “xiv” is hereby deleted in its entirety and this new “xiv” is substituted in its place:

(xiv) With the exception of Wal-Mart, the Accounts of any single debtor of Southpeak (together with the Accounts of all Affiliates of such account debtor) shall be eligible only to the extent that they do not exceed thirty-five percent (35%) of the total Accounts to Southpeak. Wal-Mart Accounts shall not exceed fifty percent (50%) of the total Accounts to Southpeak. The Lender reserves the right to amend these limits as they feel appropriate.

2.In all other respects, the Loan Agreement is hereby ratified and confirmed.

The Borrower has caused this Addendum to be duly executed and delivered by its proper and duly authorized representative as of the day and year first above written.

SOUTHPEAK INTERACTIVE. L.L.C.,
a Virginia limited liability company
By:	/s/ Terry M. Phillips	(SEAL)
	Terry M. Phillips, Manager
SOUTHPEAK INTERACTIVE. LIMITED,
a United Kingdom limited company
By:	/s/ Gregory R. Phillips	(SEAL)
	Gregory R. Phillips, Director

2

THIRD ADDENDUM TO LOAN AGREEMENT

THIS THIRD ADDENDUM TO LOAN AGREEMENT (this “Addendum”), dated as of January 31, 2007, is made by SOUTHPEAK INTERACTIVE, L.L.C., a Virginia limited liability company (“SouthPeak”), SOUTHPEAK INTERACTIVE LIMITED, a United Kingdom limited company (“SouthPeak-UK”), jointly and severally (SouthPeak and SouthPeak-UK shall be referred to herein collectively or individually, whether one or more in number, as “Borrower”), and SUNTRUST BANK (“Lender”), and provides as follows:

RECITALS:

A.Borrower and Lender are parties to that certain Loan Agreement dated December 16, 2005 pursuant to which Lender agreed to provide a Revolving Loan to Borrower in the original principal amount of $5,000,000 (as the same may have been amended from time to time, the “Loan Agreement”).

B.Lender has agreed to renew and extend the Revolving Loan on the terms and conditions set forth herein.

C.As a condition to renewing and extending the Revolving Loan, Lender has required Borrower to modify the Loan Agreement as set forth herein, and Borrower executes this Addendum to amend the Loan Agreement as set forth below.

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, of the mutual convenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

AGREEMENT:

1.Defined Terms. This Addendum amends and supplements the Loan Agreement in certain respects. All capitalized words and terms used in this Addendum which are defined in the Loan Agreement shall have their defined meanings unless otherwise defined herein, which meanings shall be equally applicable to the singular and the plural forms of the words and terms defined.

2.Amendments. The Loan Agreement is hereby amended as follows:

a.The definition of “Termination Date” set forth in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

““Termination Date” shall mean, with respect to the Revolving Loan, the earliest to occur of the following dates: (i) that date on which, pursuant to Section 7. Lender terminates the Revolving Loan (or the Revolving Loan is deemed automatically terminated) subsequent to the occurrence of an Event of Default; or (ii) April 30, 2008, or such later date as to which Lender may agree in writing from time to time hereafter.”

b. The definition of “Eligible Receivables” set forth in Section 1.1 of the Loan Agreement is hereby amended by deleting clause (xiv) thereof and inserting in its place the following new clause (xiv):

“(xiv) With the exception of Wal-Mart, the Accounts of any single debtor of Southpeak (together with the Accounts of all Affiliates of such account debtor) shall be eligible only to the extent that they do not exceed thirty-five percent (35%) of the total Accounts of Southpeak. Wal-Mart Accounts shall be eligible only to the extent that they do not exceed fifty percent (50%) of the total Accounts of Southpeak. Lender reserves the right to amend these limits from time to time and as Lender may determine in Lender’s sole discretion.”

c. Section 2.1.2 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“2.1.2Limitations on Revolving Loan. Notwithstanding anything contained in this Agreement to the contrary, including, without limitation, the provisions of the foregoing Section 2.1.1, the aggregate outstanding principal balance of Advances under the Revolving Loan (the “Total Outstandings”) at any one time shall not exceed the lesser of (a) the original principal amount of the Revolving Note, or (b) the Borrowing Base (hereinafter defined). In the event that the Total Outstandings at any time exceeds the Borrowing Base, Borrower shall pay to Lender the amount of such excess within three (3) business days of receipt by Borrower of written notice of such excess from Lender. For purpose of this Agreement, the term “Borrowing Base” shall mean (i) from the date hereof until and including June 30, 2007, seventy-five percent (75%) of the net amount of Eligible Receivables. Plus $3,000,000.00; and (ii) from and including July1, 2007 until and including the Termination Date, seventy-five percent (75%) of the net amount of Eligible Receivables.”

d. The Loan Agreement is hereby amended by adding the following new Section 4.19:

“4.19Minimum Personal Liquidity Covenant. Terry M. Phillips, Cathy S. Phillips, Gregory R. Phillips and Susan M. Phillips shall at all times own (free from Liens) a combined amount of cash and marketable securities valued at not less than Two Million and No Dollars ($2,000,000.00) Borrower shall provide to Lender, within twenty (20) days after the end of each calendar month (or at any other time reasonable requested by the Lender), copies of such accounts statements as Lender may request to evidence compliance with the foregoing financial covenant.”

3. Loan Renewal Fee. In addition to the payment of any amounts owed to Lender under Section 2.2.2 of the Loan Agreement, Borrower shall also be obligated to pay Lender a one-time loan fee equal to $25,000.00, which shall be due, payable and deemed earned as of the date of this Addendum.

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4. Ratification. Except as modified by this Addendum, the Loan Agreement is hereby ratified and reaffirmed in its entirety.

[Remainder of page intentionally left blank. Signature pages follow.]

3

IN WITNESS WHEREOF, the parties have caused this Addendum to be duly executed as of the date first written above.

LENDER:
SUNTRUST BANK
By:		(SEAL)
Name:
Title:
BORROWER:
SOUTHPEAK INTERACTIVE, L.L.C.,
a Virginia limited liability company
By:	/s/ Terry M. Phillips	(SEAL)
Terry M. Phillips, Manager
SOUTHPEAK INTERACTIVE LIMITED,
a United Kingdom limited company
By:	/s/ Terry M. Phillips	(SEAL)
Terry M. Phillips, Director
By:	/s/ Gregory R. Phillips	(SEAL)
Gregory R. Phillips, Director

4

FOURTH ADDENDUM TO LOAN AGREEMENT

THIS FOURTH ADDENDUM TO LOAN AGREEMENT (this “Addendum”), dated as of August 6, 2007, is made by SOUTHPEAK INTERACTIVE, L.L.C., a Virginia limited liability company (“SouthPeak”), SOUTHPEAK INTERACTIVE LIMITED, a United Kingdom limited company (“SouthPeak-UK”), jointly and severally (SouthPeak and SouthPeak-UK shall be referred to herein collective or individually, whether one or more in number, as “Borrower”), and SUNTRUST BANK (“Lender”), and provides as follows:

RECITALS:

A.Borrower and Lender are parties to that certain Loan Agreement dated December 16, 2005 pursuant to which Lender agreed to provide a Revolving Loan to Borrower in the original principal amount of $5,000,000 (as the same may have been amended from time to time, the “Loan Agreement”).

B.Lender has agreed to modify the Revolving Loan on the terms and conditions set forth herein.

C.As a condition to modifying the Revolving Loan, Lender as required Borrower to modify the Loan Agreement as set forth herein, and Borrower executes this Addendum to amend the Loan Agreement as set forth below.

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

AGREEMENT:

1.Defined Terms. This Addendum amends and supplements the Loan Agreement in certain respects. All capitalized words and terms used in this Addendum which are defined in the Loan Agreement shall have their defined meanings unless otherwise defined herein, which meanings shall be equally applicable to the singular and the plural forms of the words and terms defined.

2.Amendments. The Loan Agreement is hereby amended as follows:

a.The definition of “Guarantors” set forth in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“Guarantors” shall mean, collectively: (i) Terry M. Phillips and Cathy S. Phillips; (ii) Gregory R. Phillips and Susan M. Phillips; (iii) Terry Phillips Sales, Inc., a Virginia corporation; (iv) Phillips Land, L.C., a Virginia limited liability company; and (v) C&K Development, LLC, a Virginia limited liability company.

b.The definition of “Revolving Loan” set forth in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“Revolving Loan” shall mean that certain extension of credit from Lender to Borrower for general corporate and working capital purposes, in the maximum principal amount of Nine Million and No/100 Dollars ($9,000,000.00), evidenced by the Revolving Note, all as more particularly described in the Loan Documents.

c.The definition of “Revolving Note” set forth in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“Revolving Note” shall mean the promissory note, dated even date herewith, as amended or supplemented from time to time, in the original principal amount of Nine Million and No/100 Dollars ($9,000,000.00), evidencing Borrower’s obligation to repay to Lender the Revolving Loan, together with interest together with any renewals, modifications or extensions thereof, in whole or in part.

d.Section 2.1.2 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“2.1.2Limitations on Revolving Loan.

(a)Notwithstanding anything contained in this Agreement to the contrary, including, without limitation, the provisions of the foregoing Section 2.1.1, the aggregate outstanding principal balance of the Advances under the Revolving Loan (the “Total Outstandings”) at any one time shall not exceed the lesser of (a) the Maximum Loan Amount (hereinafter defined), or (b) the Borrowing Base (hereinafter defined). In the event that the Total Outstandings at any time exceeds the Borrowing Base, Borrower shall pay to Lender the amount of such excess within three (3) business days of receipt by Borrower of written notice of such excess from Lender.

(b)For purposes of this Agreement, the term “Maximum Loan Amount” shall mean: (i) from the date hereof until and including October 31, 2007, $9,000,000.00; (ii) from and including November 1, 2007 until and including November 30, 2007, $6,500,000.00; and (iii) from and including December 1, 2007 until and including the Termination Date, $5,000,000.00.

(c)For purposes of this Agreement, the term “Borrowing Base” shall mean (i) from the date hereof until and including August 31, 2007, seventy-five percent (75%) of the net amount of Eligible Receivables, plus seventy-five percent (75%) of the amount of the Unencumbered Investment Portfolio (hereinafter defined), plus $2,179,000.00; and (ii) from and including September 1, 2007 until and including the Termination Date, sixty-five percent (65%) of the amount of Eligible Receivables.

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(d)For purposes of this Agreement, the term “Unencumbered Investment Portfolio” shall mean: (i) the fair market value of SunTrust Investment Services, Inc. Account No. DFL-088676; plus (ii) the fair market value of SunTrust Investment Services, Inc. Account No. WAP-007390; minus (iii) the outstanding loan balance on SunTrust Commercial Loan obligation No. 34432-67.

(e)Lender shall have the right to modify the dates set forth above in Lender’s sole discretion in the event of any delays in Borrower’s release of the “Two Worlds” video game.”

3.Real Property Collateral.

a.Borrower agrees that as additional security for the Obligations, Terry M. Phillips and Cathy S. Phillips (“Phillips”) shall execute and deliver to Lender one or more credit line deeds of trust of even date herewith, in form and substance satisfactory to Lender, from Phillips to the trustee or trustees named therein (the “Deeds of Trust”), which are to be recorded in the appropriate Circuit Court Clerk’s Office as a first priority lien against all of the rights, title and interests of Phillips in and to: (i) that certain real property located at 14101 Thorney Court, Midlothian, Virginia; (ii) that certain real property located at 1105 Beechnut Lane, Moneta, Virginia; (iii) that certain real property known as Thaxton Lots 8&9 at Smith Mountain Lake, Moneta, Virgina (collectively, the “Real Property”). Borrower covenants to Lender that from and after the date hereof, and so long as any amount remains unpaid on account of any of the Obligations or the Loan Agreement remains effective (whichever is the last to occur), Lender shall at all times have a first priority lien against all of the rights, title and interests of Phillips in and to the Real Property.

b.Lender shall be entitled to obtain, at Borrower’s sole expense an ALTA mortgagee title insurance policy in the form acceptable to Lender issued with respect to the Real Property and insuring the lien of the Deeds of Trust encumbering the Real Property. Such title insurance policy shall (i) provide coverage in an amount equal to the collective fair market value of the Real Property, (ii) insure Lender that the Deeds of Trust create a valid first priority lien on the Real Property encumbered thereby, free and clear of the exceptions from coverage other than standard exceptions and exclusions from coverage (as modified by the terms of any endorsements) and exceptions that do not affect the insurability or marketability of title or the value or use of the Real Property, (iii) contain such endorsements and affirmative coverages as Lender may reasonably request, and (iv) name Lender, its successors and assigns, as the insured. Should any title insurance commitment obtained by Lender reveal the existence of prior deeds of trust, judgment liens or other encumbrances that would cause the Deeds of Trust not to be a valid first priority lien on the Real Property encumbered thereby, Lender shall be entitled to (i) require Borrower to take such actions, at its sole expense, as are deemed necessary by Lender to remove such existing deeds of trust, judgment liens or other encumbrances, or (ii) require Borrower or one or more Guarantors to provide substitute collateral for the Real Property.

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4.Guaranty and Security Agreement of C&K. Borrower agrees that as additional security for the Obligations, C&K Development, LLC, a Virginia limited liability company (“C&K”) shall execute and deliver to Lender a Guaranty Agreement, Security Agreement and Assignment of Deed of Trust Note and Deed of Trust, and Notice Assignment of Deed of Trust Note, each of even date herewith and in form and substance satisfactory to Lender, to guarantee

the Obligations and to assign to Lender all of C&K’s rights, title and interests in and to: (i) that certain Deed of Trust Note (the “C&K Note”) dated January 19, 2006 in the amount of $1,326,023.37 and made by Sabot Creek Development Group, LLC, a Virginia limited liability company (“SCDG”); and (ii) that certain Deed of Trust ( the “C&K Deed of Trust”) made by SCDG dated January 19, 2006 and recorded on January 20, 2006, as Instrument Number 060000313 in the Clerk’s Office, Circuit Court, Goochland County, Virginia. Borrower covenants to Lender that from and after the date hereof, and so long as any amount remains unpaid on account of any of the Obligations or the Loan Agreement remains effective (whichever is the last to occur),  Lender shall at all times have a first priority lien against all of the rights, title and interests of C&K in and to the C&K Note and the C&K Deed of Trust.

5. Examination. Without limiting the generality of Lender’s inspection rights under Section 4.4 of the Loan Agreement, Borrower agrees that Lender (or any person or persons designated by it) shall, at Borrower’s expense, conduct a field exam/audit of Borrower’s books, records and assets on or before September 21, 2007.

6. Commitment Fee. In addition to the payment of any amounts owed to Lender under Section 2.2.2 of the Loan Agreement, Borrower shall also be obligated to pay Lender a one-time commitment fee equal to $40,000.00, which sum shall be due and payable as follows: (a) $10,000.00 shall be paid as of the date of this Addendum; and (b) $30,000.00 shall be paid on or before October 31, 2007.

7. Reimbursement. Pursuant to Section 9.6 of the Loan Agreement, Borrower shall pay to Lender on demand all out-of-pocket costs and expenses that Lender pays or actually incurs in connection with this Addendum and the other Loan Documents executed in connection herewith, including, without limitation all title insurance premiums, recording and filing fees or taxes, the fees and costs of Lender’s counsel and all other third party out-of-pocket expenses incurred in connection with the Real Property, the Deeds of Trust, the C&K Note and the C&K Deed of Trust.

8. Ratification. Except as modified by this Addendum, the Loan Agreement is hereby ratified and reaffirmed in its entirety.

[Remainder of page intentionally left blank. Signature pages follow.]

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IN WITNESS WHEREOF, the parties have caused this Addendum to be duly executed as of the date first written above.

LENDER:

SUNTRUST BANK

By: __________________________________(SEAL)

Name: ______________________________________

Title: _______________________________________

BORROWER:

SOUTHPEAK INTERACTIVE, L.L.C.,

a Virginia limited liability company

By: __________________________________(SEAL)

Terry M. Phillips, Manager

SOUTHPEAK INTERACTIVE LIMITED

a United Kingdom limited company

By: __________________________________(SEAL)

Terry M. Phillips, Director

By: __________________________________(SEAL)

Gregory R. Phillips, Director

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EX-10.8

Exhibit 10.8

SouthPeak Interactive, Sales Representative Agreement

This Agreement ("Agreement") is made and entered into as of July 21, 2006, by and between SouthPeak Interactive LLC., ("Publisher"), a Virginia Corporation, with an address of 2900 Polo Parkway, Suite 104, Midlothian, VA 23113 U.S.A., and Phillips Sales, Inc.("Representative"), a corporation, with an address of 2900 Polo Parkway, Suite 200, Midlothian,VA 23113

WHEREAS, Representative is engaged in the business of the sales and marketing of videogames, software and related products ("Products"), and maintains a sales force experienced in such sales;

WHEREAS, Publisher is in the business of publishing and distributing the Products; and

WHEREAS, Representative possesses the expertise and sales marketing knowledge consistent with the sales objectives of Publisher.

NOW THEREFORE, the parties hereto agree as follows:

1.Appointment

Publisher hereby appoints Representative as an exclusive representative to sell the Products published by Publisher set forth in Schedule A, which is attached hereto and incorporated herein (the "Authorized Products"), solely in the territory set forth on Schedule B, attached hereto and incorporated herein (the "Authorized Territory"). Publisher may modify, discontinue or change the Authorized Products, and add or delete Authorized Products from Schedule A, in its sole discretion, upon written notice to Representative. During the Term (as defined below) of this Agreement, Representative shall have the right to sell the Authorized Products in the Authorized Territory to the account(s) specifically identified in Schedule C (the "Authorized Account(s)"). Nothing contained in this Agreement shall prohibit Publisher from marketing and selling, nor from appointing others to market and sell the Authorized Products to accounts other than the Authorized Account(s) or products not identified as Authorized Products to any account, including Authorized Account(s).

2.Representative Obligations

Representative hereby agrees to use its best efforts to promote the sale of the Authorized Products to Authorized Accounts in the Authorized Territory and to cooperate with Publisher in carrying out the Publisher's sales programs. To this end, Representative shall, without limitation:

(a)Maintain an office and staff in the Authorized Territory sufficient to meet obligations under this Agreement;

(b)Contact all Authorized Accounts and potential accounts on a regular basis as agreed upon with the Publisher's sales management;

(c)Cooperate at the request of Publisher and furnish such information concerning the credit standing and accounts payables of Authorized Accounts in the Authorized Territory;

(d)Be responsible for assisting Publisher in assuring the prompt payment from Authorized Accounts within their terms of credit extended by Publisher;

(f) Provide such sales and lead reports and forecasts and such other information reasonably requested by Publisher, including, but not limited to, reports and forecasts regarding market conditions, pending business and contacts, problem areas, and sales plans and programs; and

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(g) Provide necessary and reasonable customer support and consultation, including accommodating customer relations and inquiries.

3.Purchase Orders

All purchase orders for the Authorized Products received by Representative shall be promptly forwarded to Publisher and each Authorized Account order submitted by Representative for the Authorized Products shall be subject to Publisher's prior approval and acceptance. Representative shall have no authority to accept or reject any orders for or in the name of Publisher or in any other way to bind or to enter into contractual commitments for or on behalf of Publisher and Representative will so inform all Authorized Accounts in the Authorized Territory. In all cases the documents forwarded to Publisher shall be the original order documents received from the Authorized Account. Publisher may accept orders by telephone or other electronic means, but in all such cases the Representative shall promptly forward to Publisher the supporting original purchase order document. Unless otherwise agreed upon by Publisher and Representative, Publisher shall ship all of the Authorized Products directly to the Authorized Accounts from such location(s) as Publisher shall determine.

4.Terms of Sale

Publisher shall at prices and upon terms and conditions establish Sale of the Authorized Products. At its sole discretion, Publisher shall have the right at any time to establish or change its prices, account price list, discount rates, terms and conditions of sale, warranty, delivery and packaging charges, methods of payment and any other matters relating to the sale of the Authorized Products and to discontinue offering any Authorized Product without thereby incurring any obligation or liability to Representative.

5. OEM Accounts and License Transaction

This Agreement does not apply to sales to "original equipment manufacturers" now or hereafter designated by Publisher in its sole discretion, nor does it apply to transactions with Authorized Accounts or other accounts who obtain rights in the Authorized Products by license rather than purchase. Representative shall not have the right to negotiate or enter into any such agreements with any third parties and no commissions and/or compensation shall be payable to Representative from sales to, by or through original equipment manufacturers' or licensees or sublicenses of the Publisher.

6.Records and Reports

During the Term and for a period of one (1) year thereafter, Representative shall maintain complete and accurate books and records and retain originals or copies of all correspondence with Authorized Accounts and all other correspondence of any kind relating to all obligations of Representative under this Agreement. Publisher, or its designee, upon reasonable notice shall have the right at any time during the Term of this Agreement, and for a period of one (1) year thereafter, to make an examination of such books, records and correspondence maintained by the Representative hereunder.

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7. Compensation

Publisher agrees to compensate Representative at the rate of three percent (3%) of the Net Receipts (as defined herein) for sales of the Authorized Products made by Representative to Authorized Accounts (the "Commission Rate"). In addition, Publisher may change the Commission Rate for Authorized Accounts and add Authorized Accounts with different Commission Rates to this Agreement from time to time. Net Receipts are defined as all money actually received by Publisher from the Authorized Account(s) for the purchase of Authorized Products, reduced by any marketing discount funds, discounts, returns or allowances, price protections, credits or other adjustments, applicable taxes, shipping and handling. All sales commissions due hereunder shall be payable to Representative on the last day of the month following the month in which Publisher receives Net Receipts from the Authorized Accounts. Commissions shall be considered as earned as of the date of payment of Net Receipts to Publisher by Representative's Authorized Account.

8. Term

The initial term (the "Initial Term") of this Agreement shall commence as of the date of this Agreement and continue for a term of one (1) year, unless sooner terminated in accordance with Section 9 below. Publisher may extend the term for an additional one (1) year period (the "Renewal Term") by giving Representative written notice thereof within thirty (30) days of the end of the Initial Term. The Initial Term and Renewal Term, if any, are hereinafter collectively referred to as the Term.

9. Termination

(a)During the Term, Publisher may terminate this Agreement or the exclusive nature of the appointment of Representative as set forth in Section 1, upon either (1) immediate written notice if Representative is in material breach of any representation, warranty, indemnification or any other provision of this Agreement; or, (2) ten (10) days written notice by Publisher, for any other reason at Publisher's sole discretion. During the Term, Representative may terminate this Agreement upon thirty (30) days prior written notice, if Publisher is in material breach of this Agreement, and fails to cure that breach within thirty (30) days after receipt of written notice thereof.

(b)Upon expiration or termination of this Agreement, representative shall return to Publisher all technical, sales, advertising and promotional materials and packages, cartons, labels, containers and similar items pertaining to the Authorized Products and samples of the Authorized Products or, at Publisher's option, shall take such other action with respect to such items as requested by Publisher. Publisher shall also have the right to inspect and make copies of all or any portion of any documents regarding fulfillment of Representative's obligations assumed under this Agreement as per Section 6 of this Agreement. Adjustment and/or payment of all claims between Representative and Publisher shall occur no later than one (1) year after the effective date of expiration or termination of this Agreement, except that no commission shall be paid to Representative on account of orders shipped to any Authorized Account if (1) any proceedings have been threatened or commenced against such account under any bankruptcy, insolvency, or debtor's relief law (until such proceeding has been vacated or set aside) and (2) any payments received by Publisher from such Authorized Account might be required, in Publisher's sole judgment, to be paid over to a trustee or other person in connection with such proceeding. Representative shall repay any commissions received which are attributed to goods paid for if such payments are required to be refunded pursuant to a judgment or order issued from such proceeding.

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(c) This Agreement and all privileges, rights and obligations herein shall terminate except that Representative's obligations under Section 6 and under Sections 10, 12, 13, 14, 16, 18, 19, 24 and 25 shall survive the termination or expiration of this Agreement.

10.Proprietary Rights

Ownership of all applicable copyrights, trade secrets, patents and other intellectual property rights in the Authorized Products shall remain vested in Publisher, or in Publisher's licensors. Representative shall not remove Publisher's copyright and/or trademark notices, restricted rights legends or any other notices from the Authorized Products. Representative shall fully cooperate with Publisher in any action relating to enforcement of Publisher's proprietary rights.

11.No Representations

Representative may not make any contracts or commitments on behalf of Publisher nor make any warranties or other representations regarding the Authorized Products other than those previously authorized by Publisher in writing.

12.Representations & Warranties

Representative represents, warrants and covenants that: (i) it has full power and authority to enter into this Agreement and to carry out its obligations hereunder; (ii) this Agreement has been duly authorized, executed and delivered by Representative and constitutes a legally enforceable agreement of Representative; (iii) this Agreement is not limited or restricted by, and is not in conflict with, any commercial arrangements, obligations, contract, agreement or other instrument to which Representative is either bound or subject; (iv) the performance of this Agreement by Representative shall not infringe any intellectual property rights of any person; and (v) Representative shall not violate any rules, regulations or laws in securing orders of the Authorized Products.

Publisher represents and warrants that (i) it is a duly existing corporation under the laws of The State of Virginia; (ii) it has full power and authority to enter into this Agreement and to carry out its obligations hereunder; and (iii) to the best of Publisher's knowledge, the Authorized Products will not include any content matter or service that will infringe or misappropriate any rights of any third party.

13.Indemnification

Each party hereby agrees to defend, indemnify and hold, the other party, its shareholders, directors, officers, employees, parent companies, subsidiaries, and affiliates, harmless from and against any and all claims, liabilities, judgments, penalties, and taxes, civil and criminal, and all costs, expenses (including, without limitation, reasonable attorneys' fees) incurred in connection therewith, which any of them may incur or to which any of them may be subjected, arising out of or relating to a material breach of this Agreement or a breach of any representation and/or warranty of the other party.

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14.Limitation

ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. THE LIABILITY OF PUBLISHER, IF ANY, FOR DAMAGES RELATING TO ANY OF THE AUTHORIZED PRODUCTS WILL BE LIMITED TO AMOUNTS OWED PURSUANT TO PARAGRAPH 3 HEREOF AND WILL IN NO EVENT INCLUDE LOST PROFITS OR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.Independent Contractors

It is expressly agreed that Publisher and Representative are acting hereunder as independent contractors and under no circumstances shall any of the employees of one party be deemed the employees of the other for any purpose. This Agreement shall not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other except to the extent and for the purposes provided for herein.

16.Confidentiality

During the Term of this Agreement and for a period of three (3) years from the expiration or earlier termination of this Agreement, Representative will regard and preserve as strictly confidential all information and material, including the terms and conditions of this Agreement, marketing information, manufacturing information, and customer or client information, provided by Publisher (hereinafter "Confidential Information"). Representative further acknowledges and agrees that, in the event of a breach or threatened breach of this Section 16, Publisher shall have no adequate remedy in money or damages and, accordingly, shall be entitled to preliminary, permanent and other injunctive relief without having to post bond. Representative represents and warrants that all of its employees and/or contractors who will have access to any Confidential Information of Publisher have entered, or will enter, into a confidentiality agreement no less restrictive than the terms of this Section 16.

17.Severability

In the event any portion of this Agreement is declared void by any court or tribunal of competent jurisdiction then, in that event, that portion shall be deemed severed from this Agreement, and the remaining portions hereof shall remain in full force and effect.

18.Assignment

Representative may not assign this Agreement (including by operation of law) or any obligations herein (including, but not limited to, hiring of non-employees and/or sub-representatives) without the prior written consent of Publisher. Any purported assignment without such written consent shall be unenforceable and shall have no force or effect. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

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19.Notices

Ail notices and statements shall be in writing and shall, together with any payments, be delivered personally by hand delivery or by United States Postal Service, certified, return receipt requested, Federal Express or other internationally recognized receipted overnight or courier service, postage prepaid, or sent by a confirmed (confirmation report printed) facsimile transmission with follow up copy sent by the aforesaid means (failure to send follow up copy by other means shall be deemed failed delivery of notice), to the intended party at the address set forth at the beginning of this Agreement (unless notification of a change of address is given in writing). Notice shall be deemed delivered upon the date of personal delivery or facsimile transmission or the date of delivery as indicated by Federal Express or other internationally recognized receipted overnight or courier service, or the date indicated on the return receipt from the United States Postal Service.

20.Complete Agreement

This Agreement, together with the annexed Schedules constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties. This Agreement may not be modified except by a writing signed by a duly authorized representative of each of the parties.

21.Force Majeure

Publisher shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement resulting directly or indirectly from acts of God, or any causes beyond the reasonable control of Publisher.

22.No Waiver

Failure by Publisher or Representative, in any one or more instances, to enforce any of its rights in connection with this Agreement, or to insist upon the strict performance of the terms of this Agreement or its Schedules, shall not be construed as a waiver or a relinquishment of any such rights for any other breach or enforcement thereof.

23.Counterparts

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

24.Governing Law

This Agreement and the Appendices shall be construed in accordance with the laws of the United States and the State of Virginia applicable to agreements executed and wholly performed therein. The parties hereto agree that any dispute arising out of or relating to this Agreement shall be instituted and prosecuted in the courts of competent jurisdiction of the State of Virginia located in Richmond, VA and the parties hereto irrevocably submit to the jurisdiction of said courts and waive any rights to object to or challenge the appropriateness of said forums. Representative hereby agrees to accept service of process pursuant to the notice provisions hereunder and waives any and all objections to venue, jurisdiction or service of process.

25.Remedies

Except as otherwise provided in this Agreement, all of Publisher's rights and remedies herein or otherwise shall be cumulative and none of them shall be in limitation of any other right or remedy in law and/or equity

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26. No Offer

This document shall not be deemed an offer and shall not be binding unless signed by a duty authorized representative or officer of Publisher and Representative.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

PUBLISHER		REPRESENTATIVE
By:	/s/ Gregory Phillips	By:	/s/ Gregory Phillips
Duly authorized for SouthPeak Interactive		Duly authorized for Phillips Sales, Inc.
Print Name:   Gregory Phillips		Print Name:  Greg Phillips
Print Title:     Secretary / Treasurer		Print Title:    Sec / Tres

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SCHEDULE A

AUTHORIZED PRODUCTS

New video software products for:

· Microsoft Windows PC

· Microsoft Xbox

· Nintendo Game Boy Advance

· Nintendo GameCube

· Sony PlayStation (PSOne)

· Sony PlayStation 2

Excludes sales of "used", "customer returns" or "defectives" to any accounts.

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SCHEDULE B

“AUTHORIZED TERRITORY”

NA

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SCHEDULE C

“AUTHORIZED ACCOUNT(S)”

Blockbuster

Circuit City

CompUSA

Gamestop Texas LP

Ingram Entertainment

US1

VPD

Wal-Mart

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EX-10.9

Exhibit 10.9

SouthPeak Interactive, Sales Representative Agreement

This Agreement ("Agreement") is made and entered into as of July 21, 2006, by and between SouthPeak Interactive LLC., ("Publisher"), a Virginia Corporation, with an address of 2900 Polo Parkway, Suite 104, Midlothian, VA 23113 U.S.A., and West Coast Sales ("Representative"), a corporation, with an address of 904 Manhattan Ave., Ste 2, Manhattan Beach. CA 90266

WHEREAS, Representative is engaged in the business of the sales and marketing of videogames, software and related products ("Products"), and maintains a sales force experienced in such sales;

WHEREAS, Publisher is in the business of publishing and distributing the Products; and

WHEREAS, Representative possesses the expertise and sales marketing knowledge consistent with the sales objectives of Publisher.

NOW THEREFORE, the parties hereto agree as follows:

1.Appointment

Publisher hereby appoints Representative as an exclusive representative to sell the Products published by Publisher set forth in Schedule A, which is attached hereto and incorporated herein (the "Authorized Products"), solely in the territory set forth on Schedule B, attached hereto and incorporated herein (the "Authorized Territory"). Publisher may modify, discontinue or change the Authorized Products, and add or delete Authorized Products from Schedule A, in its sole discretion, upon written notice to Representative. During the Term (as defined below) of this Agreement, Representative shall have the right to sell the Authorized Products in the Authorized Territory to the account(s) specifically identified in Schedule C (the "Authorized Account(s)"). Nothing contained in this Agreement shall prohibit Publisher from marketing and selling, nor from appointing others to market and sell the Authorized Products to accounts other than the Authorized Account(s) or products not identified as Authorized Products to any account, including Authorized Account(s).

2.Representative Obligations

Representative hereby agrees to use its best efforts to promote the sale of the Authorized Products to Authorized Accounts in the Authorized Territory and to cooperate with Publisher in carrying out the Publisher's sales programs. To this end, Representative shall, without limitation:

(a)Maintain an office and staff in the Authorized Territory sufficient to meet obligations under this Agreement;

(b)Contact all Authorized Accounts and potential accounts on a regular basis as agreed upon with the Publisher's sales management;

(c)Cooperate at the request of Publisher and furnish such information concerning the credit standing and accounts payables of Authorized Accounts in the Authorized Territory;

(d)Be responsible for assisting Publisher in assuring the prompt payment from Authorized Accounts within their terms of credit extended by Publisher;

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(f)Provide such sales and lead reports and forecasts and such other information reasonably requested by Publisher, including, but not limited to, reports and forecasts regarding market conditions, pending business and contacts, problem areas, and sales plans and programs; and

(g)Provide necessary and reasonable customer support and consultation, including accommodating customer relations and inquiries.

3.Purchase Orders

All purchase orders for the Authorized Products received by Representative shall be promptly forwarded to Publisher and each Authorized Account order submitted by Representative for the Authorized Products shall be subject to Publisher's prior approval and acceptance. Representative shall have no authority to accept or reject any orders for or in the name of Publisher or in any other way to bind or to enter into contractual commitments for or on behalf of Publisher and Representative will so inform all Authorized Accounts in the Authorized Territory. In all cases the documents forwarded to Publisher shall be the original order documents received from the Authorized Account. Publisher may accept orders by telephone or other electronic means, but in all such cases the Representative shall promptly forward to Publisher the supporting original purchase order document. Unless otherwise agreed upon by Publisher and Representative, Publisher shall ship all of the Authorized Products directly to the Authorized Accounts from such location(s) as Publisher shall determine.

4.Terms of Sale

Publisher shall at prices and upon terms and conditions establish Sale of the Authorized Products. At its sole discretion, Publisher shall have the right at any time to establish or change its prices, account price list, discount rates, terms and conditions of sale, warranty, delivery and packaging charges, methods of payment and any other matters relating to the sale of the Authorized Products and to discontinue offering any Authorized Product without thereby incurring any obligation or liability to Representative.

5.OEM Accounts and License Transaction

This Agreement does not apply to sales to "original equipment manufacturers" now or hereafter designated by Publisher in its sole discretion, nor does it apply to transactions with Authorized Accounts or other accounts who obtain rights in the Authorized Products by license rather than purchase. Representative shall not have the right to negotiate or enter into any such agreements with any third parties and no commissions and/or compensation shall be payable to Representative from sales to, by or through original equipment manufacturers' or licensees or sublicenses of the Publisher.

6.Records and Reports

During the Term and for a period of one (1) year thereafter, Representative shall maintain complete and accurate books and records and retain originals or copies of all correspondence with Authorized Accounts and all other correspondence of any kind relating to all obligations of Representative under this Agreement. Publisher, or its designee, upon reasonable notice shall have the right at any time during the Term of this Agreement, and for a period of one (1) year thereafter, to make an examination of such books, records and correspondence maintained by the Representative hereunder.

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7.Compensation

Publisher agrees to compensate Representative at the rate of three percent (3%) of the Net Receipts (as defined herein) for sales of the Authorized Products made by Representative to Authorized Accounts (the "Commission Rate"). In addition, Publisher may change the Commission Rate for Authorized Accounts and add Authorized Accounts with different Commission Rates to this Agreement from time to time. Net Receipts are defined as all money actually received by Publisher from the Authorized Account(s) for the purchase of Authorized Products, reduced by any marketing discount funds, discounts, returns or allowances, price protections, credits or other adjustments, applicable taxes, shipping and handling. All sales commissions due hereunder shall be payable to Representative on the last day of the month following the month in which Publisher receives Net Receipts from the Authorized Accounts. Commissions shall be considered as earned as of the date of payment of Net Receipts to Publisher by Representative's Authorized Account.

8.Term

The initial term (the "Initial Term") of this Agreement shall commence as of the date of this Agreement and continue for a term of one (1) year, unless sooner terminated in accordance with Section 9 below. Publisher may extend the term for an additional one (1) year period (the "Renewal Term") by giving Representative written notice thereof within thirty (30) days of the end of the Initial Term. The Initial Term and Renewal Term, if any, are hereinafter collectively referred to as the Term.

9.Termination

(a)During the Term, Publisher may terminate this Agreement or the exclusive nature of the appointment of Representative as set forth in Section 1, upon either (1) immediate written notice if Representative is in material breach of any representation, warranty, indemnification or any other provision of this Agreement; or, (2) ten (10) days written notice by Publisher, for any other reason at Publisher's sole discretion. During the Term, Representative may terminate this Agreement upon thirty (30) days prior written notice, if Publisher is in material breach of this Agreement, and fails to cure that breach within thirty (30) days after receipt of written notice thereof.

(b)Upon expiration or termination of this Agreement, representative shall return to Publisher all technical, sales, advertising and promotional materials and packages, cartons, labels, containers and similar items pertaining to the Authorized Products and samples of the Authorized Products or, at Publisher's option, shall take such other action with respect to such items as requested by Publisher. Publisher shall also have the right to inspect and make copies of all or any portion of any documents regarding fulfillment of Representative's obligations assumed under this Agreement as per Section 6 of this Agreement. Adjustment and/or payment of all claims between Representative and Publisher shall occur no later than one (1) year after the effective date of expiration or termination of this Agreement, except that no commission shall be paid to Representative on account of orders shipped to any Authorized Account if (1) any proceedings have been threatened or commenced against such account under any bankruptcy, insolvency, or debtor's relief law (until such proceeding has been vacated or set aside) and (2) any payments received by Publisher from such Authorized Account might be required, in Publisher's sole judgment, to be paid over to a trustee or other person in connection with such proceeding. Representative shall repay any commissions received which are attributed to goods paid for if such payments are required to be refunded pursuant to a judgment or order issued from such proceeding.

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(c) This Agreement and all privileges, rights and obligations herein shall terminate except that Representative's obligations under Section 6 and under Sections 10, 12, 13, 14, 16, 18, 19, 24 and 25 shall survive the termination or expiration of this Agreement.

10.Proprietary Rights

Ownership of all applicable copyrights, trade secrets, patents and other intellectual property rights in the Authorized Products shall remain vested in Publisher, or in Publisher's licensors. Representative shall not remove Publisher's copyright and/or trademark notices, restricted rights legends or any other notices from the Authorized Products. Representative shall fully cooperate with Publisher in any action relating to enforcement of Publisher's proprietary rights.

11.No Representations

Representative may not make any contracts or commitments on behalf of Publisher nor make any warranties or other representations regarding the Authorized Products other than those previously authorized by Publisher in writing.

12.Representations & Warranties

Representative represents, warrants and covenants that: (i) it has full power and authority to enter into this Agreement and to carry out its obligations hereunder; (ii) this Agreement has been duly authorized, executed and delivered by Representative and constitutes a legally enforceable agreement of Representative; (iii) this Agreement is not limited or restricted by, and is not in conflict with, any commercial arrangements, obligations, contract, agreement or other instrument to which Representative is either bound or subject; (iv) the performance of this Agreement by Representative shall not infringe any intellectual property rights of any person; and (v) Representative shall not violate any rules, regulations or laws in securing orders of the Authorized Products.

Publisher represents and warrants that (i) it is a duly existing corporation under the laws of The State of Virginia; (ii) it has full power and authority to enter into this Agreement and to carry out its obligations hereunder; and (iii) to the best of Publisher's knowledge, the Authorized Products will not include any content matter or service that will infringe or misappropriate any rights of any third party.

13.Indemnification

Each party hereby agrees to defend, indemnify and hold, the other party, its shareholders, directors, officers, employees, parent companies, subsidiaries, and affiliates, harmless from and against any and all claims, liabilities, judgments, penalties, and taxes, civil and criminal, and all costs, expenses (including, without limitation, reasonable attorneys' fees) incurred in connection therewith, which any of them may incur or to which any of them may be subjected, arising out of or relating to a material breach of this Agreement or a breach of any representation and/or warranty of the other party.

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14.Limitation

ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED, THE LIABILITY OF PUBLISHER, IF ANY, FOR DAMAGES RELATING TO ANY OF THE AUTHORIZED PRODUCTS WILL BE LIMITED TO AMOUNTS OWED PURSUANT TO PARAGRAPH 3 HEREOF AND WILL IN NO EVENT INCLUDE LOST PROFITS OR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.Independent Contractors

It is expressly agreed that Publisher and Representative are acting hereunder as independent contractors and under no circumstances shall any of the employees of one party be deemed the employees of the other for any purpose. This Agreement shall not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other except to the extent and for the purposes provided for herein.

16.Confidentiality

During the Term of this Agreement and for a period of three (3) years from the expiration or earlier termination of this Agreement, Representative will regard and preserve as strictly confidential all information and material, including the terms and conditions of this Agreement, marketing information, manufacturing information, and customer or client information, provided by Publisher (hereinafter "Confidential Information"). Representative further acknowledges and agrees that, in the event of a breach or threatened breach of this Section 16, Publisher shall have no adequate remedy in money or damages and, accordingly, shall be entitled to preliminary, permanent and other injunctive relief without having to post bond. Representative represents and warrants that all of its employees and/or contractors who will have access to any Confidential Information of Publisher have entered, or will enter, into a confidentiality agreement no less restrictive than the terms of this Section 16.

17.Severability

In the event any portion of this Agreement is declared void by any court or tribunal of competent jurisdiction then, in that event, that portion shall be deemed severed from this Agreement, and the remaining portions hereof shall remain in full force and effect.

18.Assignment

Representative may not assign this Agreement (including by operation of law) or any obligations herein (including, but not limited to, hiring of non-employees and/or sub-representatives) without the prior written consent of Publisher. Any purported assignment without such written consent shall be unenforceable and shall have no force or effect. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

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19.Notices

All notices and statements shall be in writing and shall, together with any payments, be delivered personally by hand delivery or by United States Postal Service, certified, return receipt requested, Federal Express or other internationally recognized receipted overnight or courier service, postage prepaid, or sent by a confirmed (confirmation report printed) facsimile transmission with follow up copy sent by the aforesaid means (failure to send follow up copy by other means shall be deemed failed delivery of notice), to the intended party at the address set forth at the beginning of this Agreement (unless notification of a change of address is given in writing). Notice shall be deemed delivered upon the date of personal delivery or facsimile transmission or the date of delivery as indicated by Federal Express or other internationally recognized receipted overnight or courier service, or the date indicated on the return receipt from the United States Postal Service.

20.Complete Agreement

This Agreement, together with the annexed Schedules constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties. This Agreement may not be modified except by a writing signed by a duly authorized representative of each of the parties.

21.Force Majeure

Publisher shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement resulting directly or indirectly from acts of God, or any causes beyond the reasonable control of Publisher.

22.No Waiver

Failure by Publisher or Representative, in any one or more instances, to enforce any of its rights in connection with this Agreement, or to insist upon the strict performance of the terms of this Agreement or its Schedules, shall not be construed as a waiver or a relinquishment of any such rights for any other breach or enforcement thereof.

23.Counterparts

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

24.Governing Law

This Agreement and the Appendices shall be construed in accordance with the laws of the United States and the State of Virginia applicable to agreements executed and wholly performed therein. The parties hereto agree that any dispute arising out of or relating to this Agreement shall be instituted and prosecuted in the courts of competent jurisdiction of the State of Virginia located in Richmond, VA and the parties hereto irrevocably submit to the jurisdiction of said courts and waive any rights to object to or challenge the appropriateness of said forums. Representative hereby agrees to accept service of process pursuant to the notice provisions hereunder and waives any and all objections to venue, jurisdiction or service of process.

25.Remedies

Except as otherwise provided in this Agreement, all of Publisher's rights and remedies herein or otherwise shall be cumulative and none of them shall be in limitation of any other right or remedy in law and/or equity

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26.No Offer

This document shall not be deemed an offer and shall not be binding unless signed by a duly authorized representative or officer of Publisher and Representative.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

PUBLISHER		REPRESENTATIVE
By:	/s/ Gregory Phillips	By:	/s/ Dave Gentzler
Duly authorized for SouthPeak Interactive		Duly authorized for West Coast Sales
Print Name:    Gregory Phillips		Print Name:     Dave Gentzler
Print Title:      Secretary / Treasurer		Print Title:       Partner

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SCHEDULE A

“AUTHORIZED PRODUCTS”

New video software products for:

· Microsoft Windows PC

· Microsoft XBOX

· Microsoft XBOX 360

· Nintendo Game Boy Advance

· Nintendo DS

· Nintendo GameCube

· Sony PlayStation (PSOne)

· Sony PlayStation 2

· Sony PlayStation 3

Excludes sales of  “used”, “customer returns” or “defectives” to any accounts.

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SCHEDULE B

“AUTHORIZED TERRITORY”

NA

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SCHEDULE C

“AUTHORIZED ACCOUNT(S)”

Amazon.com

Fry's Electronics Inc.

GameFly

Game Crazy

Hollywood Entertainment

Nebraska Furniture Mart

Pioneer Distributors

Star City

SMP

SVG Distribution, Inc.

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Amendment to Sales Representative Agreement between SouthPeak Interactive and West Coast Sales

Please replace Schedule C, “Authorized Accounts” In you original Sales Representative Agreement Dated July 21, 2006 with the following

SCHEDULE C

“AUTHORIZED ACCOUNT(S)”

Amazon.com

Fry's Electronics Inc.

GameFly

Game Crazy

Hollywood Entertainment

Pioneer Distributors

Star City

SMP

SVG Distribution, Inc.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

PUBLISHER		REPRESENTATIVE
By:	/s/ Gregory Phillips	By:	/s/ Dave Gentzler
Duly authorized for SouthPeak Interactive		Duly authorized for West Coast Sales
Print Name:    Gregory Phillips		Print Name:     Dave Gentzler
Print Title:      Secretary / Treasurer		Print Title:       Partner

Page 1 of 1

Amendment to Sales Representative Agreement between SouthPeak Interactive and West Coast Sales

Please replace Schedule C, “Authorized Accounts” In you original Sales Representative Agreement Dated July 21, 2006 with the following

SCHEDULE C

“AUTHORIZED ACCOUNT(S)”

Amazon.com

Fry's Electronics Inc.

GameFly

Game Crazy

Hollywood Entertainment

Pioneer Distributors

Star City

SMP

SVG Distribution, Inc.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

PUBLISHER	REPRESENTATIVE
By:	By:
Duly authorized for SouthPeak Interactive	Duly authorized for
Print Name: Gregory Phillips	Print Name:
Print Title: Secretary / Treasurer	Print Title:

Page 1 of 1

EX-10.10

Exhibit 10.10

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SOUTHPEAK INTERACTIVE, L.L.C., THAT SUCH REGISTRATION IS NOT REQUIRED.

SECURED TERM NOTE

FOR VALUE RECEIVED, SOUTHPEAK INTERACTIVE, L.L.C., a Virginia limited liability company (the “Borrower”), hereby promises to pay to FI Investment Group, LLC, a Virginia limited liability company (the “Holder”), or its registered assigns or successors in interest, the sum of Two Million Dollars ($2,000,000) (the “Principal Amount”), together with any accrued and unpaid interest thereon, on the six month anniversary date of this Secured Term Note (the “Note”) (the “Maturity Date”), if not sooner paid; or if this Note becomes convertible in accordance with the terms set forth herein, the Principal Amount, together with any accrued and unpaid interest, will be payable on demand by the Holder.

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Securities Purchase Agreement dated as of the date hereof between the Borrower and the Holder (the “Purchase Agreement”).

The Borrower entered into that Agreement and Plan of Reorganization (the “Reorganization Agreement”) dated January 15, 2008 among the Borrower, SouthPeak Interactive Corporation, Global Services Partners Acquisition Corp., GSPAC Merger Company and the members of the Borrower. If the closing of the transactions contemplated under the Reorganization Agreement (the “GSPAC Closing”) fails to consummate on or before April 30, 2008 (the “Conversion Date”), then on the Conversion Date, this Note shall become convertible at the option of the Holder and shall be referred to at such time as a “Secured Convertible Demand Note” as more fully described in Section 1.2(b) and Article III (but for purposes of this Note, it shall be continued to be referred to herein as the “Note”).

ARTICLE I

INTEREST AND INTEREST PAYMENTS

1.1Interest, Rate. Subject to Section 4.9 hereof, upon issuance this Note shall bear interest, on a monthly basis, at a rate equal to fourteen percent (14%) per annum.

1.2Payments. The Principal Amount shall be payable as follows:

(a)If the GSPAC Closing is consummated on or before the Conversion Date, the Principal Amount shall be payable in cash in full on the Maturity Date. Accrued interest payments shall be made payable to Holder in cash on a monthly basis, beginning on the one (1) month anniversary of the execution of the Note and each month thereafter on the same date, until the Maturity Date or until this Note has otherwise been paid in full.

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(b)If the GSPAC Closing is not consummated on or before the Conversion Date, this Note shall convert to a “Secured Convertible Demand Note” on the Conversion Date, and, commencing on the Maturity Date, the Principal Amount shall be payable in cash in full on written demand of the Holder within ten (10) business days after Holder makes such written demand (“Demand Right”). Accrued interest payments shall be made payable to Holder in cash on a monthly basis, beginning on the one (1) month anniversary of the execution of the Note and each month thereafter on the same date, until either (i) the Holder exercises its Demand Right, (ii) the Holder exercises its Conversion Option, or (iii) this Note has otherwise been paid in full. Notwithstanding the foregoing, the Holder’s Demand Right, and all other rights to repayment of the Principal Amount, terminate upon the Holder’s exercise of its Conversion Option.

ARTICLE II

REPAYMENT

2.1Optional Redemption of Principal Amount.

(a)Consummation of GSPAC Closing. At any time after consummation of the GSPAC Closing, the Borrower will have the option of prepaying the outstanding Principal Amount (“Optional Redemption”), in whole or in part, by paying to the Holder a sum of money equal to one hundred percent (100%) of the portion of the Principal Amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any Related Agreement (the “Redemption Amount”), on the Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be not less than ten (10) business days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void. If a GSPAC Closing fails to occur on or before the Conversion Date, the Borrower’s Optional Redemption rights set forth in this Section 2.1(a) shall terminate on the Conversion Date.

(b)No GSPAC Closing.

(i)If the GSPAC Closing fails to occur on or before the Conversion Date, the Borrower will have the option, at any time after the Maturity Date, to elect to make an Optional Redemptionby paying the Redemption Amount on the Redemption Payment Date. The Borrower shall deliver to the Holder the Notice of Redemption, specifying a Redemption Payment Date, which date shall be not less than fifteen (15) business days after the date of the Notice of Redemption. Except as otherwise provided in Section 2.1(b)(ii), on the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void. Partial payment of the Redemption Amount is not permitted under this Section 2.1(b)(i).

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(ii)Notwithstanding receipt of the Notice of Redemption under Section 2.1(b)(i), the Holder shall have the right to exercise the Conversion Option by delivering written notice of such exercise to the Borrower on or before the fifth (5^th) business day prior to the Redemption Payment Date (the “Conversion Deadline”) in accordance with Section 3.3. The class of Equity Securities (as defined below) to be issued to the Holder under this Section 2.1(b)(ii) shall be common stock or membership interests, as applicable, and the amount to be issued shall be determined though utilization of the formula set forth in Section 3.1(a)(A) below. If the Holder fails to exercise its Conversion Option on or before the Conversion Deadline, the Borrower shall pay the Redemption Amount in good funds on the Redemption Payment Date. If the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void. Partial payment of the Redemption Amount is not permitted under this Section 2.1(b)(ii).

(iii)If, after the Holder exercises its Conversion Option under Section 2.1(b)(ii), a Financing Event (as defined below) closes before June 30, 2009, the Holder shall have the right to convert the Equity Securities it received under Section 2.1(b)(ii) (which Equity Securities shall be equal in value to the total outstanding Principal Amount, accrued interest and any failed payment fee(s) that was converted under such Section) into Tag Along Conversion Stock (as defined below) (the “Securities Conversion Option”), with the number of shares of Tag Along Conversion Stock determined through whichever of the methods/formulas set forth in Sections 3.1(a)(A) and 3.1(a)(B) results in the highest number of shares of Tag Along Conversion Stock issued by the Borrower.

2.2Issuance of Replacement Note. Upon any partial prepayment of this Note, a replacement Note containing the same date and provisions of this Note (to the extent such provisions remain applicable at such time) shall, at the written request of the Holder, be issued by the Borrower to the Holder for the outstanding Principal Amount of this Note and accrued interest which shall not have been paid. Subject to the provisions of Article IV, the Holder will pay no costs, fees or any other consideration to the Borrower for the production and issuance of a replacement Note.

ARTICLE III

CONVERSION & DEMAND OF REPAYMENT

3.1Conversion. In the event that this Note converts to a “Secured Convertible Demand Note” on the Conversion Date, then commencing on the Maturity Date, the Borrower, upon demand by the Holder (the “Conversion Option”), shall be required to exchange and convert the Note into fully paid and non-assessable shares of the Borrower’s equity securities (the “Equity Securities”, it being understood that such Equity Securities may be in the form of membership interests if the Company remains a limited liability company at the time of conversion of this Note or stock, if the Company has converted to a corporation at the time of the conversion of this Note) as follows:

(a)Concurrently with the closing of the next round of public or private financing secured by the Borrower that closes before June 30, 2009 (the “Financing Event”), the class of Equity Securities to be issued to Holder shall be of the same class offered as part of the Financing Event, and such Equity Securities shall be issued with accompanying rights and privileges materially similar to those offered as part of the Financing Event (the “Tag Along Conversion Stock”; for convenience, the use of this term assumes that the Company is a corporation at the time of conversion, it being understood that if the Equity Securities are converted into membership interests at the time of conversion, the term will refer to membership interests acquired in such conversion). Concurrently with a Financing Event, at the election of the Holder, as an alternative to its Demand Right set forth in Section 1.2(b), all amounts due under the Note shall convert to the number of shares of Tag Along Conversion Stock as determined through whichever of the following methods/formulas set forth below results in the highest number of shares of Tag Along Conversion Stock issued by the Borrower:

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A.total outstanding Principal Amount and accrued interest due (and failed payment fee(s) if incurred) / ($31,600,000 / total outstanding capital stock of Borrower on an as-converted basis on date of conversion);

or

B.total outstanding Principal Amount and accrued interest (and failed payment fee(s) if incurred) due X the price per share paid (ignoring the effect of any stock splits or other mechanisms adopted at the time of conversion to arrive at a per share value that do not change the economic substance or value of the converted Equity Securities) by the investor(s) participating in the Financing Event.

(b)In the event that no Financing Event occurs before June 30, 2009 and the Holder has not exercised its Conversion Option under Section 2.1(b)(ii), then on June 30, 2009 (the “Final Conversion Date”), provided Holder has given five (5) business days written notice of its desire to exercise the Conversion Option, the class of Equity Securities to be issued to Holder shall be common stock or membership interests, as applicable, and the amount to be issued shall be determined though utilization of the formula set forth in Section 3.1(a)(A) above.

If Holder elects not to exercise its Conversion Option in accordance with Section 2.1(b)(ii) or Section 3.1, the Note shall become due and payable on the Final Conversion Date.

Borrower understands and agrees the Conversion Option set forth herein is provided to Holder in addition to any other right or remedy set forth herein, including but not limited to its Demand Right, and at no time shall such Conversion Option be deemed a required or automatic obligation of the Holder.

3.2 Fractional Shares. No fractional Equity Securities shall be issued upon conversion of this Note under Section 3.1. In lieu of the Borrower issuing any fractional Equity Securities to the Holder upon the conversion of this Note, the Borrower shall pay to the Holder the amount of the outstanding Principal Amount in cash that is not so converted.

3.3Conversion Procedure. To exercise the Conversion Option or the Securities Conversion Option, Holder shall surrender this Note or its Equity Securities, respectively, at the principal corporate office of the Borrower and give written notice of such exercise to the Borrower at its principal corporate office in accordance with Section 5.2 and shall state therein the name or names in which the certificate or certificates for Equity Securities are to be issued. The Borrower shall, at its expense, as soon as practicable after the Financing Event (in the case of a conversion under Section 2.1(b)(iii) or Section 3.1(a)), the Final Conversion Date (in the case of a conversion under Section 3.1(b)), or the date that the Borrower receives written notice of such exercise (in the case of a conversion under Section 2.1(b)(ii)) issue and deliver to the Holder a certificate or certificates (bearing such legends as are required by the Purchase Agreement and Related Agreements and applicable state and federal securities laws in the opinion of counsel to the Borrower) for the full amount of Equity Securities to which the Holder of this Note shall be entitled as aforesaid. Such conversion shall be deemed to have been made as of the date of the Financing Event (in the case of a conversion under Section 2.1(b)(iii) or Section 3.1(a)), as of the Final Conversion Date (in the case of a conversion under Section 3.1(b)), or as of the date that the Borrower receives written notice of such exercise (in the case of a conversion under Section 2.1(b)(ii)), and the person or persons entitled to receive the Equity Securities issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Equity Securities as of such date.

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ARTICLE IV

EVENTS OF DEFAULT

Upon the occurrence and continuance of an Event of Default beyond any applicable grace period, the Holder may make all sums of principal, interest and other fees then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable. In the event of such an acceleration, the amount due and owing to the Holder shall be the outstanding Principal Amount of the Note (plus accrued and unpaid interest and fees, if any) (the “Default Payment”). The Default Payment shall be applied first to any fees due and payable to the Holder pursuant to this Note, the Purchase Agreement or the Related Agreements, then to accrued and unpaid interest due on the Note and then to the outstanding Principal Amount of the Note.

The occurrence of any of the following events set forth in Sections 4.1 through 4.8, inclusive, is an “Event of Default”:

4.1Failure to Make Payments. The Borrower fails to pay when due any amount hereon in accordance herewith, and in any such case, such failure shall continue for a period of five (5) business days following receipt of notice of default.

4.2Breach of Covenant. The Borrower breaches any covenant or any other term or condition of this Note or the Purchase Agreement in any material respect, or the Borrower or any of its Subsidiaries breaches any covenant or any other term or condition of any Related Agreement in any material respect, and, in any such case, such breach, if subject to cure, continues for a period of thirty (30) days after the Borrower’s receipt of written notice from Holder of such breach.

4.3Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed made.

4.4Receiver or Trustee. The Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.

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4.5Judgments. Any money judgment, writ or similar final process shall be entered or filed against the Borrower or any of its Subsidiaries or any of their respective property or other assets for more than $150,000, and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days.

4.6Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any of its Subsidiaries and not stayed within thirty (30) days.

4.7Stop Trade. A Securities and Exchange Commission (the “SEC”) stop trade order or Principal Market trading suspension of the Equity Securities shall be in effect for five (5) consecutive days or five (5) days during a period of ten (10) consecutive days, excluding in all cases a suspension of all trading on a Principal Market, provided that the Borrower shall not have been able to cure such trading suspension within thirty (30) days of the notice thereof or list the stock on another Principal Market within sixty (60) days of such notice. The “Principal Market” for the stock shall include the OTC Bulletin Board, NASDAQ Capital Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Equity Securities).

4.8Default Under Related Agreements or Other Agreements. The occurrence and continuance of any Event of Default (as defined in the Purchase Agreement or any Related Agreement) or any event of default (or similar term) under any other indebtedness, which default has not been cured under the cure provisions associated with any such event of default.

4.9Default Interest Rate. Following the occurrence and during the continuance of an Event of Default, interest on this Note shall accrue in an amount equal to one and a half percent (1.5%) per month (eighteen percent (18%) per annum), and all outstanding obligations under this Note shall continue to accrue such interest from the date of such Event of Default until the date such Event of Default is cured or waived.

4.10Cumulative Remedies. The remedies under this Note shall be cumulative.

ARTICLE V

MISCELLANEOUS

5.1Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

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5.2Notices. Any notice herein required or permitted to be given shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party notified, (b) when sent by confirmed telex 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 Borrower at the address provided in the Purchase Agreement executed in connection herewith, and to the Holder at the address provided in the Purchase Agreement for the Holder, or at such other address as the Borrower or the Holder may designate by ten (10) days advance written notice to the other parties hereto.

5.3Amendment Provision. The term “Note”, “Secured Term Note”, or “Secured Convertible Demand Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument issued pursuant to Section 2.2 hereof, as it may be amended or supplemented.

5.4Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns, and may be assigned by the Holder in accordance with the requirements of the Purchase Agreement. This Note shall not be assigned by the Borrower without the consent of the Holder.

5.5Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to principles of conflicts of laws. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court order in favor of the Holder.

5.6Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

5.7Security Interest and Subsidiary Guaranty. The Holder has been granted a security interest in certain assets of the Borrower as more fully described in the Term Note Security Agreement dated as of the date hereof. The obligations of the Borrower under this Note are guaranteed by SouthPeak Interactive Limited, a private company limited by shares incorporated under the laws of England and Wales and the Borrower’s wholly-owned subsidiary, pursuant to the Secured Subsidiary Guaranty dated as of the date hereof.

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5.8Construction. Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other.

5.9Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay to the Holder all costs of collection, as reasonably permitted under the laws of the Commonwealth of Virginia.

[Signatures on Following Page]

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IN WITNESS WHEREOF, the Borrower has caused this Secured Term Note to be signed in its name effective as of this 27th day of February, 2008.

SOUTHPEAK INTERACTIVE, L.L.C.
By:
	Terry Phillips, Manager

EX-10.11

Exhibit 10.11

Description of Material Terms of Consulting Agreement with Phillips Sales, Inc.

Phillips Sales, Inc. was paid a consulting fee by SouthPeak Interactive, L.L.C. for consulting services including the provision of office space for SouthPeak Interactive, L.L.C. and other related staffing and back-office services. There was no written consulting agreement. For the period July 1, 2005 through December 31, 2006, the consulting fee was equal to 10% of net revenues of SouthPeak Interactive, L.L.C. For the period January 1, 2007 through December 31, 2007, the consulting fee was based on Phillips Sales’ actual cost incurred in providing these services.

EX-10.12

Exhibit 10.12

Description of Material Terms of Consulting Agreement with Kathleen Morgan

Kathleen Morgan was paid a consulting fee by SouthPeak Interactive, L.L.C. for management consulting services beginning in 2006 and continuing until June 30, 2007. There was no written consulting agreement. The consulting fee paid was equal to $8,000 per month.

EX-10.13

Exhibit 10.13

Description of Material Terms of Advances made by West Coast Sales

West Coast Sales advanced funds to SouthPeak Interactive, L.L.C. at varying times with no written loan agreement. There was no collateral required for the advances and no interest was charged or paid. The advances are payable on demand.

EX-10.14

Exhibit 10.14

Description of Material Terms of Advances made by Eastern Sales, LLC

Eastern Sales, LLC advanced funds to SouthPeak Interactive, L.L.C. at varying times with no written loan agreement. There was no collateral required for the advances and no interest was charged or paid. The advances are payable on demand.

EX-10.15

Exhibit 10.15

Description of Material Terms of Advances made by Capital Distributing, LLC

Capital Distributing, LLC advanced funds to SouthPeak Interactive, L.L.C. at varying times with no written loan agreement. There was no collateral required for the advances and no interest was charged or paid. The advances are payable on demand.

EX-10.16

Exhibit 10.16

Description of Material Terms of Advances made by Phillip Sales, Inc.

Phillip Sales, Inc. advanced funds to SouthPeak Interactive, L.L.C. at varying times with no written loan agreement. There was no collateral required for the advances and no interest was charged or paid. The advances are payable on demand.

EX-10.17

Exhibit 10.17

Description of Material Terms of Advances made by Terry Phillips

Terry Phillips advanced funds to SouthPeak Interactive, L.L.C. at varying times with no written loan agreement. There was no collateral required for the advances. The principal amount outstanding bore an interest rate of 8% per annum. The advances are payable on demand.

EX-99.1

Exhibit 99.1

SouthPeak Interactive Goes Public and Completes Institutional Financing To Accelerate Growth Strategy

One of the Fastest-Growing Videogame Publishers Trades on OTC Bulletin

Board Under Temporary Symbol "GSPA"

MIDLOTHIAN, Va., May 14 /PRNewswire-FirstCall/ -- SouthPeak Interactive Corporation (OTC Bulletin Board: GSPA, GSPAW, GSPAZ) today announced it has gone public through the completion of its transaction with Global Services Partners Acquisition Corp. Upon closing, Global Services changed its name to SouthPeak Interactive Corporation. Concurrently with the closing, SouthPeak completed an institutional financing.

"We are excited to enter the public markets and receive a very positive response from the investment community," said Melanie Mroz, CEO of SouthPeak. "The opportunity provided through this transaction positions SouthPeak to outpace the industry in terms of revenue and profit growth. We believe the combination of our strong product offering along with our unique business model will drive substantial shareholder value."

SouthPeak is a fast-growing videogame publisher with a unique production model that exclusively utilizes independent studios to source and produce innovative videogames. This model allows the company to leverage leading-edge development talent and minimize fixed overhead, thereby maximizing operational flexibility and profitability.

"With the videogame industry experiencing phenomenal growth, we are in a strong position to capitalize on the rapid market expansion," said Terry Phillips, Chairman of SouthPeak. "By securing lasting franchises and approaching the marketplace with a diverse platform strategy, we are able to take full advantage of every revenue opportunity."

The videogame industry is growing rapidly with U.S. videogame software sales expected to grow from $6.5 billion in 2006 to $13.6 billion in 2009, according to Goldman Sachs. Global videogame software sales are expected to grow to $55 billion by 2009 as reported by PriceWaterhouseCoopers.

About SouthPeak Interactive Corporation

SouthPeak Interactive Corporation develops and publishes interactive entertainment software for all current hardware platforms including: PLAYSTATION(R)3 computer entertainment system, PSP(R) (PlayStation(R) Portable) system, PlayStation(R)2 computer entertainment system, Xbox 360(TM) videogame and entertainment system, Wii(TM), Nintendo DS(TM) and PC. SouthPeak's games cover all major genres including action/adventure, role playing, racing, puzzle strategy, fighting and combat. SouthPeak's products are sold in retail outlets in North America, Europe, Australia and Asia. SouthPeak is headquartered in Midlothian, Virginia, and has offices in Grapevine, Texas and London, England. http://www.southpeakgames.com

This press release contains statements relating to future results that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These may differ materially from those projected or otherwise set forth. These risks and uncertainties include, but are not limited to: market conditions for SouthPeak's published videogames; market performance of SouthPeak's videogames and the related impact on revenue and funds inflows/outflows and operational risks. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

All trademarks and copyrights contained herein are the property of their respective holders.