Unassociated Document


    EXHIBIT
10.1

    


    THIRD
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

    


    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.

    


    RECITALS

    


    A.           The
Company and the Investor are parties to the Registration Rights Agreement, dated
as of July 19, 2010 (“Original
Registration Rights Agreement”), as amended by the First Amendment to
Registration Rights Agreement, dated as of August 17, 2010 (“First Amendment”), and that
certain Amended and Restated Securities Purchase Agreement, dated as of August
31, 2010 (“Restated Purchase
Agreement”) (the Original Registration Rights Agreement, as amended by
the First Amendment and Restated Purchase Agreement, and as may be further
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.           Amendments
to Registration Rights Agreement.

    


    (a)           Paragraph
(o) of Section 1 is hereby amended by deleting it in its entirety and replacing
it with the following new paragraph (o):

    


    “(o)           “Initial Effectiveness
Deadline” means, (i) in the event that the Initial Registration Statement
is not subject to a full review by the SEC, January 31, 2011, or (ii) in the
event that the Initial Registration Statement is subject to a full review by the
SEC, March 15, 2011.”

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (b)           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
November 19, 2010.”

    


    2.           Waiver.  The
Investor hereby waives (i) any Filing Failure that has, or may have, occurred on
or prior to the date hereof, and (ii) any Registration Delay Payments or
defaults under any Transaction Documents, in each case with respect
thereto.

    


    3.           Effect on
Registration Rights Agreement.  Except as
specifically modified pursuant hereto, the Registration Rights Agreement shall
remain in full force and effect.

    


    4.           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.

     

    
      
         

      

      
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    (d)           Entire Agreement;
Amendments.  This Agreement and the other Transaction Documents
(as amended pursuant to the Waiver and First Amendment to Securities Purchase
Agreement, the First Amendment, the Restated 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.

     

    (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]

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the
Investor and the Company have each caused their respective signature page to
this Third Amendment to Registration Rights Agreement to be duly executed
effective as of the date first written above.

     

    
      
        	 	
                COMPANY:

                 

                SOUTHPEAK INTERACTIVE
      CORPORATION

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: Reba
      McDermott	 
	 	 	Title: Chief
      Financial Officer	 
	 	 	 	 


      

    

     

    [Signature
page to Third Amendment to Registration Rights
Agreement]