FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
FIRST
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This
FIRST AMENDMENT TO REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of
August 17, 2010, is entered into by and among SouthPeak Interactive Corporation,
a Delaware corporation (the “Company”), and the investor
listed on the signature page hereto (an “Investor”). Unless
otherwise specified herein, capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Registration Rights
Agreement.
RECITALS
A. The
Company and the Investor are parties to the Registration Rights Agreement, dated
as of July 19, 2010 (as may be amended, modified, restated or supplemented from
time to time, the “Registration
Rights Agreement”);
B. The
Company and the Investor desire to make certain amendments to the obligations of
the Company under the Registration Rights Agreement, all as more fully set forth
herein;
C. The
Registration Rights Agreement, pursuant to Section 10 thereof, may be amended
with the written consent of the Company and the Required Holders;
and
D. This
Agreement is one of a number of identical agreements that may be separately
entered into by the Company and the other investors listed on the Schedule of
Buyers to the Registration Rights Agreement (the “Other RRA
Amendments”).
In
consideration of the premises and further valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment
to Registration Rights Agreement. Paragraph (q) of
Section 1 is hereby amended by deleting it in its entirety and replacing it with
the following new paragraph (q):
“(q) “Initial Filing Deadline” means
October 13, 2010.”
2. Effect on
Registration Rights Agreement. Except as
specifically modified pursuant hereto, the Registration Rights Agreement shall
remain in full force and effect.
3. Miscellaneous.
(a) Governing Law; Jurisdiction;
Jury Trial. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under the Registration Rights Agreement and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by
law. EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.
(b) Counterparts. This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement; provided that a facsimile
signature and a signature delivered electronically (including by delivery via
electronic mail of a signature page in “pdf” format) shall be considered due
execution and shall be binding upon the signatory thereto with the same force
and effect as if the signature were an original, not a facsimile or electronic
signature.
(c) Headings. The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.
(d) Entire Agreement;
Amendments. This Agreement and the other Transaction Documents
(as amended pursuant to the Waiver and First Amendment to Securities Purchase
Agreement, and hereto) supersede all other prior oral or written agreements
between the Investor, the Company, their affiliates and Persons acting on their
behalf with respect to the matters discussed herein, and this Agreement, the
other Transaction Documents (as amended) and the instruments referenced herein
and therein contain the entire understanding of the parties with respect to the
matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor the Investor makes any representation,
warranty, covenant or undertaking with respect to such matters. No
provision of this Agreement may be amended or waived other than by an instrument
prepared in accordance with the provisions of Section 10 of the Registration
Rights Agreement.
(e) Further
Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
any other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
2
(f) Effectiveness. Notwithstanding
anything to the contrary contained herein, this Agreement shall be effective
only upon the execution of this Agreement and the Other RRA Amendments by the
Company and each of the investors listed on the Schedule of Buyers to the
Registration Rights Agreement.
[Signature
Pages Follow]
3
IN WITNESS WHEREOF, the
Investor and the Company have each caused their respective signature page to
this First Amendment to Registration Rights Agreement to be duly executed
effective as of the date first written above.
| COMPANY: | |||
| SOUTHPEAK INTERACTIVE CORPORATION | |||
|
|
By:
|
||
| Name: Xxxx XxXxxxxxx | |||
|
Title:
Chief Financial Officer
|
|||
[Signature
page to First Amendment to Registration Rights Agreement]
