WAIVER AND AMENDMENT AGREEMENTWaiver and Amendment Agreement • May 26th, 2011 • SouthPeak Interactive CORP • Services-prepackaged software • New York
This AGREEMENT (“Agreement”) is made as of the 23rd day of May 2011 (the “Effective Date”), by and among SOUTHPEAK INTERACTIVE CORPORATION, a Delaware corporation (the “Company”), and the holders of the Company’s outstanding Senior Secured Convertible Notes due July 19, 2013 (the “2013 Notes”) and March 15, 2011 (the “2011 Notes”) (collectively, the “Notes”). The holders of the 2011 Notes are hereinafter referred to as the “2011 Holders”, and the holders of the 2013 Notes are hereinafter referred to as the “2013 Holders” and, together with the 2011 Holders, as the “Holders”. Capitalized terms used and not defined herein have the meanings assigned thereto in the Notes, the Registration Rights Agreement, the Amended and Restated Securities Purchase Agreement, dated as of August 31, 2010, by and among the Company and the Buyers listed on the Schedule of Buyers attached thereto, or the other Transaction Documents.
