Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them the attached Schedule 13G (including amendments thereto) and...Joint Filing Agreement • February 4th, 2008 • Global Services Partners Acquisition Corp. • Blank checks
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them the attached Schedule 13G (including amendments thereto) and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filing.
UNDERWRITING AGREEMENT between GLOBAL SERVICES PARTNERS ACQUISITION CORP. and HCFP/BRENNER SECURITIES LLCUnderwriting Agreement • March 14th, 2006 • Global Services Partners Acquisition Corp. • Blank checks • New York
The undersigned, Global Services Partners Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with HCFP/Brenner Securities LLC (being referred to herein variously as “you,” “Brenner” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Brenner is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2008 • Global Services Partners Acquisition Corp. • Blank checks • New York
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.
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").
WARRANT AGREEMENTWarrant Agreement • February 22nd, 2006 • Global Services Partners Acquisition Corp. • Blank checks • New York
Agreement made as of , 2006 between Global Services Partners Acquisition Corp., a Delaware corporation, with offices at c/o Everest Telecom LLC, 3130 Fairview Park Drive, Suite 500, Falls Church, Virginia 22042 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
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").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 15th, 2005 • Global Services Partners Acquisition Corp. • New York
This Agreement is made as of [ ], 2005 by and between Global Services Partners Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (the “Trustee”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • February 22nd, 2006 • Global Services Partners Acquisition Corp. • Blank checks • New York
SouthPeak Interactive, Sales Representative AgreementSouthpeak Interactive, Sales Representative Agreement • May 15th, 2008 • Global Services Partners Acquisition Corp. • Blank checks • Virginia
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
AGREEMENTAgreement • May 1st, 2008 • Global Services Partners Acquisition Corp. • Blank checks • Delaware
This Agreement (the “Agreement”) is made and entered into this 25th day of April, 2008, by and among Global Services Partners Acquisition Corp., a Delaware corporation (“GSPAC”), SouthPeak Interactive, L.L.C., a Virginia limited liability company (the “Company”), and the Members of the Company set forth on Schedule I attached hereto (the “Members”).
SECURITY AGREEMENT AND FINANCING STATEMENTSecurity Agreement And • September 27th, 2010 • SouthPeak Interactive CORP • Services-prepackaged software
THIS SECURITY AGREEMENT AND FINANCING STATEMENT is made this 21st day of September, 2010, between WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit, operating division (the "SECURED PARTY"), and SOUTHPEAK INTERACTIVE, L.L.C., a Virginia limited liability company, GONE OFF DEEP, LLC, a Delaware limited liability company, SOUTHPEAK INTERACTIVE CORP., a Delaware corporation, and VID SUB, LLC, a Delaware limited liability company (collectively, the "DEBTOR"), as follows:
LEASE AGREEMENT between SOUTHPEAK INTERACTIVE, LLC (LANDLORD) and PHILLIPS SALES, INC. (TENANT) January 1,2008 THIS LEASE INDENTURE (the “Lease”) dated February 1, 2008 by and among SOUTHPEAK INTERACTIVE, a Virginia Limited Liability Company...Lease Agreement • October 6th, 2008 • SouthPeak Interactive CORP • Blank checks • Virginia
GENERAL SECURITY AGREEMENTGeneral Security Agreement • February 17th, 2011 • SouthPeak Interactive CORP • Services-prepackaged software
The undersigned __________________________ (“Debtor”) and ROSENTHAL & ROSENTHAL, INC. (“Secured Party”), with addresses as they appear with their signatures below, agree as follows:
PURCHASE AGREEMENTPurchase Agreement • November 19th, 2010 • SouthPeak Interactive CORP • Services-prepackaged software • Virginia
This Purchase Agreement (the “Agreement”) is made and entered into this 31st day of March, 2010, by and among SouthPeak Interactive Corporation, a Delaware corporation (“Buyer”), Intermezzo Establishment, a Liechtenstein corporation (“Intermezzo”), and Paragon Investment Fund, an investment fund organized under the laws of the Cayman Islands (“Paragon”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2008 • Global Services Partners Acquisition Corp. • Blank checks • Virginia
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”).
MASTER PURCHASE ORDER ASSIGNMENT AGREEMENTMaster Purchase Order Assignment Agreement • September 27th, 2010 • SouthPeak Interactive CORP • Services-prepackaged software • Illinois
THIS AGREEMENT is made on the 21st day of September, 2010, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit, operating division (the “CONTRACTOR”) and SOUTHPEAK INTERACTIVE, L.L.C., a Virginia limited liability company (the “DISTRIBUTOR”), as follows:
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 3rd, 2010 • SouthPeak Interactive CORP • Services-prepackaged software • New York
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of August 31, 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").
SEVENTH ADDENDUM TO LOAN AGREEMENTLoan Agreement • May 17th, 2010 • SouthPeak Interactive CORP • Services-prepackaged software
THIS SEVENTH ADDENDUM TO LOAN AGREEMENT (this "Addendum"), dated as of February 11, 2010, is made by SOUTHPEAK INTERACTIVE, L.L.C., a Virginia limited liability company ("SouthPeak-LLC"), SOUTHPEAK INTERACTIVE LIMITED, a United Kingdom limited company ("SouthPeak-UK") and SOUTHPEAK INTERACTIVE CORPORATION, a Delaware corporation ("SouthPeak-Corp"), jointly and severally (SouthPeak, SouthPeak-UK and SouthPeak-Corp shall be referred to herein collectively or individually, whether one or more in number, as "Borrower"), and SUNTRUST BANK ("Lender"), and provides as follows:
REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the 31st day of January, 2006, by and among GLOBAL SERVICES PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the...Registration Rights Agreement • February 22nd, 2006 • Global Services Partners Acquisition Corp. • Blank checks • New York
The Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of shares of Common Stock and Warrants (as defined below) held by them and/or issuable upon exercise of the Warrants held by them, as applicable.
NOTE PURCHASE AND SECURITY AGREEMENT by and among SOUTHPEAK INTERACTIVE CORPORATION and THE PURCHASERS IDENTIFIED HEREIN April 29, 2010Note Purchase and Security Agreement • May 6th, 2010 • SouthPeak Interactive CORP • Services-prepackaged software • Virginia
This Note Purchase and Security Agreement (this “Agreement”) is made on the 29th day of April, 2010, by and among SouthPeak Interactive Corporation, a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower as guarantors, and the purchasers listed on Schedule I hereto, each of which is herein referred to as an “Initial Purchaser” and the purchasers listed from time to time on Schedule II hereto, each of which is herein referred to as an “Additional Purchaser”, and collectively, as the “Purchasers”.
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").
ContractSouthPeak Interactive CORP • May 6th, 2010 • Services-prepackaged software • Virginia
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS.
PURCHASE AGREEMENTPurchase Agreement • May 15th, 2008 • Global Services Partners Acquisition Corp. • Blank checks • New York
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”).
GUARANTEESouthPeak Interactive CORP • February 17th, 2011 • Services-prepackaged software
In order to induce ROSENTHAL & ROSENTHAL, INC. (herein called "Rosenthal") to make loans, advances or other commitments or grant other financial accommodations to or for the account of (or in reliance on the credit of) _______________________ (herein called "Obligor") and for other good and valuable considerations received, the undersigned irrevocably, absolutely and unconditionally guarantees to Rosenthal payment when due, whether by acceleration or otherwise, of any and all Obligations of the Obligor to Rosenthal. The term "Obligations" shall mean all obligations, liabilities and indebtedness of the Obligor to Rosenthal or an affiliate of Rosenthal, however evidenced, now or hereafter arising including (without limitation) under the Factoring Agreement, dated July 7, 2010, between Rosenthal and Obligor, as the same may have been or may in the future be supplemented and/or amended (the “Factoring Agreement”) and/or under any other financing provided to the Obligor by Rosenthal or an a
MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among GLOBAL SERVICES PARTNERS ACQUISITION CORP., SOUTHPEAK INTERACTIVE, LLC and THE MEMBERS OF SOUTHPEAK INTERACTIVE, LLC May 12, 2008Membership Interest Purchase Agreement • May 15th, 2008 • Global Services Partners Acquisition Corp. • Blank checks • Virginia
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”).
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.
GLOBAL SERVICES PARTNERS ACQUISITION CORP.Global Services • September 15th, 2005 • Global Services Partners Acquisition Corp.
GUARANTYSecurities Purchase Agreement • 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.
TERRY PHILLIPS Midlothian, Virginia 23113 March 31, 2010SouthPeak Interactive CORP • April 8th, 2010 • Services-prepackaged software • Virginia
Reference is made to that certain Purchase Agreement (the “Purchase Agreement”) made by and among SouthPeak Interactive Corporation (“SouthPeak”), and Intermezzo Establishment and Paragon Investment Fund (the “Sellers”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2010 • SouthPeak Interactive CORP • Services-prepackaged software • New York
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.
THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2010 • SouthPeak Interactive CORP • Services-prepackaged software • New York
This THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November __, 2010, is entered into by and between SouthPeak Interactive Corporation, a Delaware corporation (the “Company”), and the investor listed on the signature page hereto (the “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.
REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the day of , 2005, by and among GLOBAL SERVICES PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature...Registration Rights Agreement • September 15th, 2005 • Global Services Partners Acquisition Corp. • New York
The Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of shares of Common Stock and Warrants (as defined below) held by them and/or issuable upon exercise of the Warrants held by them, as applicable.
WAIVER AND FORBEARANCE AGREEMENTWaiver and Forbearance Agreement • February 17th, 2011 • SouthPeak Interactive CORP • Services-prepackaged software • New York
This Waiver and Forbearance Agreement (the “Agreement”) is made and entered into, effective as of February __, 2011 (the “Effective Date”), by and among SouthPeak Interactive Corporation, Inc., a Delaware corporation (the “Company”), and the note holder listed on the signature page hereto (the “Holder”). Unless otherwise specified herein, capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Notes.
STOCK PURCHASE AGREEMENT by and among SOUTHPEAK INTERACTIVE CORPORATION, AND THE PURCHASER INDENTIFIED HEREIN As of May 5, 2010Stock Purchase Agreement • May 6th, 2010 • SouthPeak Interactive CORP • Services-prepackaged software • Virginia
This Stock Purchase Agreement (the “Agreement”) dated as of May 5, 2010, by and among SouthPeak Interactive Corporation, a Delaware corporation (“Company”), and the purchasers whose names appear on the signature pages attached hereto (each an “Purchaser”, and collectively, the “Purchasers”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among SOUTHPEAK INTERACTIVE CORPORATION, and October 10, 2008Membership Interest Purchase Agreement • October 15th, 2008 • SouthPeak Interactive CORP • Blank checks • Virginia
This Membership Interest Purchase Agreement (the “Agreement”) is made and entered into this 10th day of October, 2008, by and among SouthPeak Interactive Corporation, a Delaware corporation (“Buyer”), Vid Sub, LLC, a Delaware limited liability company, as majority member of the Company (as defined below) (the “Member”), and Vid Agon, LLC, a Delaware limited liability company and sole member of the Member (the “Seller”).
