REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2010 • SouthPeak Interactive CORP • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 19, 2010, by and among SouthPeak Interactive Corporation, a Delaware corporation, with headquarters located at 2900 Polo Parkway, Midlothian, Virginia 23113 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 2010 • SouthPeak Interactive CORP • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 16, 2010, by and among SouthPeak Interactive Corporation, a Delaware corporation, with headquarters located at 2900 Polo Parkway, Midlothian, Virginia 23113 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 22nd, 2010 • SouthPeak Interactive CORP • Services-prepackaged software • New York
PLEDGE AND SECURITY AGREEMENT, dated as of July 16, 2010 (this "Agreement"), made by SouthPeak Interactive Corporation, a Delaware corporation ("SouthPeak" or the "Company"), and each of its existing "Subsidiaries" (as defined in the Securities Purchase Agreement defined below) as named on the signature pages hereto (collectively, the "Existing Subsidiaries") and each other Subsidiary of SouthPeak hereafter becoming party hereto (together with SouthPeak and the Existing Subsidiaries, each a "Grantor" and, collectively, the "Grantors"), in favor of CNH Diversified Opportunities Master Account, L.P., in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
GUARANTYGuaranty • July 22nd, 2010 • SouthPeak Interactive CORP • Services-prepackaged software • New York
GUARANTY, dated as of July 16, 2010 made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of the "Buyers" (as defined below) party to the Securities Purchase Agreement referenced below.
SOUTHPEAK INTERACTIVE CORPORATION Form of Lock-Up Agreement July __, 2010Lock-Up Agreement • July 22nd, 2010 • SouthPeak Interactive CORP • Services-prepackaged software • New York
