LOCK-UP AGREEMENT May 12, 2008
May
12,
2008
SouthPeak
Interactive Corporation
0000
Xxxxxxxx Xxxx Xxxxx
Xxxxx
000
Xxxxx
Xxxxxx, Xxxxxxxx 00000
|
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,
/s/
Xxxxxxxx Xxxxxx
(Signature)
Name:
Xxxxxxxx
Xxxxxx
Address:
0000
Xxxx
Xxxxxxx
Xxxxx
000
Xxxxxxxxxx,
Xxxxxxxx 00000
