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EXHIBIT 10.1




STANDSTILL AGREEMENT




     This STANDSTILL AGREEMENT (this “Agreement”) is made as of December 1, 2005, by and between
Spark Networks plc, a public limited company registered in England and Wales under number 3628907
whose registered office is located at 24-26 Arcadia Avenue, Finchley Central, London N3 2JU,
England (the “Company”), and Great Hill Equity Partners II, Limited Partnership, a Delaware limited
liability company whose registered office is located at One Liberty Square Boston, Massachusetts
02109 (“Shareholder”).



     WHEREAS, Shareholder has requested that it and its Affiliates (as defined below) be permitted
to own beneficially in the aggregate up to 29.9% of the outstanding Voting Securities (as defined
below);



     WHEREAS, the Company and Shareholder have previously entered into that certain confidentiality
agreement dated October 14, 2005 (the “Confidentiality Agreement”) which contains a provision (the
“Standstill Provision”) pursuant to which Shareholder agreed not to, among other things, directly
or indirectly acquire, offer to acquire, or propose to acquire more than 2% of any class of
securities or rights to acquire more than 2% of any class of securities of the Company for a period
of one year from the date of the Confidentiality Agreement without the prior written consent of the
Company or its Board of Directors; and



     WHEREAS, the Board of Directors of the Company has determined that it would be in the best
interests of the Company and its shareholders to waive the Standstill Provision and permit
Shareholder to increase its beneficial ownership subject to the terms and conditions set forth in
this Agreement.



     NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration,
the receipt and sufficiency of which is acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:



ARTICLE 1

DEFINITIONS




     SECTION 1.01. Definitions.



          (a) The following terms, as used herein, have the following meanings:




     “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling,
controlled by, or under common control with, such other Person. For the purposes of this
definition, “control” when used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or otherwise; the terms
“controlling” and “controlled” have meanings correlative to the foregoing. Affiliates of
Shareholder shall include, but not be limited to, Great Hill Affiliate Partners II Limited
Partnership and Great Hill Investors, LLC but shall exclude any Person that is an Affiliate solely
by reason of Shareholder and its Affiliates (i) owning less than 50% of the Total Voting Power of
such Person, (ii) designating or having the right to designate less than a majority of the board of
directors of such Person, and/or (iii) having customary shareholder rights pursuant to an
agreement entered into in connection with a bona fide investment in such Person.



     “Beneficial Ownership” and “Beneficially Own” shall be determined in accordance with Rules
13d-3 and 13d-5 under the Exchange Act.



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     “Governmental Authority” means any federal, state, local or foreign court, legislative,
executive or regulatory authority or agency.



     “group” shall have the meaning given to such term in Section 13(d)(3) of the Exchange Act.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.



     “Person” means an individual, a corporation, a partnership, an association, a trust or other
entity or organization, including a government or political subdivision or an agency or
instrumentality thereof, including its Affiliates.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.



     “Shareholder Group” means Shareholder and its Affiliates.



     “Total Voting Power” means the aggregate number of votes (by reference to the Company’s
register of members) which may (at the relevant time) be cast by holders of outstanding Voting
Securities on a poll at a general meeting of the Company, having regard to any restrictions on
voting imposed from time to time by the Company’s Articles of Association.



     “Voting Securities” of any Person means all securities of such Person entitled, in the
ordinary course, to vote in the election of directors of such Person.



ARTICLE 2

COVENANTS OF THE COMPANY




     SECTION 2.01. Waiver of Standstill Provision. The Company shall waive
Shareholder’s obligation to comply with the Standstill Provision as contained in the
Confidentiality Agreement, which shall hereby be amended to delete the Standstill Provision, the
language of which is set forth below:




You also agree that for a period of one year from the date of this letter
agreement that without the prior written consent of the Company or its Board of
Directors, neither you nor any of your affiliates or Representatives will, in any
manner, directly or indirectly: (a) acquire, offer to acquire, propose (whether
publicly or otherwise) to acquire, announce any intention to effect or cause or
participate in or in any way assist or encourage any other person to effect or
seek, offer or propose (whether publicly or otherwise) to acquire or agree to
acquire, directly or indirectly, by purchase or otherwise, more than 2% of any
class of securities (or beneficial ownership thereof) or direct or indirect
rights to acquire more than 2% of any class of securities of the Company or any
subsidiary thereof, or of any successor to or person in control of the Company,
or any assets of the Company or any subsidiary or division thereof or of any such
successor or controlling person; (b) participate in (i) any tender or exchange
offer, merger or other business combination involving the Company or any of its
affiliates; (ii) any recapitalization, restructuring, liquidation, dissolution or
other extraordinary transaction with respect to the Company or any of its
affiliates; or (iii) any “solicitation” of “proxies” (as such terms are used in
the proxy rules of the Securities and Exchange Commission) or consents to vote
any voting securities of the Company or any of its affiliates; (c) form, join or
in any way participate in a “group as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, in connection



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with any of the foregoing; (d) otherwise act, alone or in concert with others, to
seek to control the management, Board of Directors or policies of the Company;
(e) take any action which might force the Company to make a public announcement
regarding any of the types of matters set forth in (a) above; or (f) enter into
any discussions or arrangements with any third party with respect to any of the
foregoing.



     Except as amended by this Section 2.01, the Confidentiality Agreement shall remain in full
force and effect.



     SECTION 2.02. Request of Total Voting Power. Not more than 2 U.K. business days
following each written request from the Shareholder Group, the Company shall inform the Shareholder
Group of the Total Voting Power then outstanding.



ARTICLE 3

REPRESENTATIONS AND WARRANTIES




     SECTION 3.01. Each party hereto represents and warrants to the other as follows:



     (a) Authorization. Such party has the requisite power, authority and legal capacity to
execute, deliver and perform and to consummate the transactions contemplated by this Agreement.
This Agreement constitutes a legal, valid and binding obligation of such party, enforceable against
such party in accordance with its terms, except as such enforcement may be limited by any
applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally.



     (b) No Conflicts; Consents. No consent of any Governmental Authority or other person
is required to be obtained by such party in connection with the execution and delivery by such
party of this Agreement.



     SECTION 3.02. Shareholder represents and warrants to the Company as follows:



     (a) The limited partnership agreement of the Shareholder contains a provision that states that
the Shareholder “shall not make any Investments in, or make any Investment in any Person the
purpose of which is to finance a tender offer for, any corporation if such Investment or tender
offer is opposed by the Board of Directors of such corporation.”



     (b) Prior to the date hereto, the Shareholder Group has not participated in discussions with
any third party regarding any attempt by the Shareholder Group and such third party to acquire all
or substantially all of the outstanding capital stock or assets of the Company.



ARTICLE 4

COVENANTS OF SHAREHOLDER




     SECTION 4.01. Certain Actions. Subject to Section 4.02 below, Shareholder hereby
agrees that neither it nor any of its Affiliates will, without the prior written consent of the
Company:



     (a) for a period of fourteen (14) months from the date hereof (“Fourteen Month Period”):



          (i) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, directly or
indirectly, by purchase or otherwise, ownership, including, without limitation, Beneficial
Ownership, of any Voting Securities of the Company or direct or indirect rights to acquire any
class of


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securities of the Company or any subsidiary thereof, or of any successor thereto, or any
assets of the Company or any subsidiary or division thereof or of any such successor if after
giving effect thereto, the Shareholder Group would Beneficially Own more than 29.9% of Total Voting
Power;




          (ii) participate in (A) any tender, takeover or exchange offer, merger or other business
combination involving the Company or any of its subsidiaries; (B) any recapitalization,
restructuring, liquidation, dissolution or other extraordinary transaction with respect to the
Company or any of its subsidiaries; or (C) any “solicitation” of “proxies” (as such terms are used
in the proxy rules of the Securities and Exchange Commission) or consents to vote any Voting
Securities of the Company or any of its subsidiaries;




          (iii) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the
Exchange Act, in connection with any of the foregoing;




          (iv) otherwise act, alone or in concert with others, to seek to control the Board of Directors
of the Company;




          (v) take any action which would force the Company to make a public announcement regarding the
matters set forth in (a)(i) above under applicable law; or




          (vi) enter into any arrangements with any third party with respect to any of the foregoing;




     (b) after the expiration of the Fourteen Month Period:



          (i) acquire or agree, offer, or propose to acquire, or cause to be acquired by purchase or
otherwise, whether individually or otherwise, Beneficial Ownership, of any Voting Securities of the
Company or direct or indirect rights to acquire any class of securities of the Company or any
subsidiary thereof, or of any successor to or person in control of the Company, or any assets of
the Company or any subsidiary or division thereof or of any such successor or controlling person,
if (1) prior to giving effect thereto, the Shareholder Group Beneficially Owns less than 60% of
Total Voting Power, and (2) after giving effect thereto the Shareholder Group would Beneficially
Own more than 29.9% of Total Voting Power (provided, that the Shareholder Group shall not
be deemed to Beneficially Own any Voting Securities owned by any other Person if the sole reason
the Shareholder Group is deemed to own such security is by reason of being the member of a group
with such other Person AND no other indicia of Beneficial Ownership of such securities are
attributable to the Shareholder Group); or




          (ii) participate in (A) any tender, takeover or exchange offer, merger or other business
combination involving the Company; or (B) any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to the Company; if (1) prior to giving
effect thereto, the Shareholder Group Beneficially Owns less than 60% of Total Voting Power, and
(2) after giving effect thereto the Shareholder Group would Beneficially Own more than 29.9% of
Total Voting Power (provided, that the Shareholder Group shall not be deemed to
Beneficially Own any Voting Securities owned by any other Person if the sole reason the Shareholder
Group is deemed to own such security is by reason of being the member of a group with such other
Person AND no other indicia of Beneficial Ownership of such securities are attributable to the
Shareholder Group).




     SECTION 4.02. Acquisition of Voting Securities. The provisions of Section 4.01
shall not apply to:



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     (a) increases in the percentage of the Total Voting Power Beneficially Owned by the
Shareholder Group solely as a result of a repurchase or redemption of securities by the Company, a
rights issue, recapitalization, capitalisation, sub-division or consolidation or a share capital
reduction and any other variation of the capital of the Company and/or rights in respect thereof,
or capital distribution (being any distribution, whether in cash or in specie, out of capital
profits or capital reserves (including share premium account and any capital redemption reserve
fund)), or any other action taken by the Company;



     (b) offers to acquire and acquisitions by the Shareholder Group of Beneficial Ownership of
Voting Securities of the Company pursuant to bona fide written offers made after the expiration of
the Fourteen Month Period, open for acceptance for a period of at least thirty (30) days from
delivery, made to each and all of the Company’s holders of Voting Securities, to purchase for cash
all of such securities then outstanding, provided, that such offer occurs at the same time and on
the same terms and conditions for each such securityholder in accordance with the terms and
conditions of any applicable law, code or regulations; or



     (c) those Share Purchase Agreements of even date herewith between the Shareholder and Joe Y.
Shapira, the Shareholder and Alon Carmel, the Shareholder and Tiger Global Management, L.L.C. and
its affiliates and the Shareholder and Criterion Capital Management LLC and its affiliates (true
and complete copies of which are attached hereto as Exhibit A) as such agreements are in effect as
of the date of this Agreement or the exercise of any rights thereunder, in accordance with the
terms and conditions of any applicable law, code or regulations.



     SECTION 4.03. Lock-Up. No member of the Shareholder Group shall sell or transfer any
of the shares purchased by any of them on the date hereof or any interests therein during the
period commencing on the date hereof and ending on the date that is 180 days following the date
hereof without the prior written consent of the Company; it being understood that this paragraph
shall not prevent: (i) the pledge or transfer of such shares or any interest therein pursuant to
any bona fide third party financing transaction or (ii) the sale or transfer of any such shares or
any interest therein among the members of the Shareholder Group; provided, in the case of
this clause (ii) that the purchaser or transferee agrees to be bound by the provisions of this
Section 4.03.



     SECTION 4.04. Notice to Depositary. The Company shall provide each depositary of
ordinary shares of the Company reasonable advance written notice of all meetings of holders of such
shares to permit each such depositary to solicit voting instructions from the owners thereof and to
vote such shares in accordance with such instructions and the applicable global deposit agreement.



ARTICLE 5

TERMINATION




     SECTION 5.01. Termination. This Agreement shall terminate upon the occurrence of any
of the following:



     (a) the written agreement of the Company and Shareholder to terminate this Agreement;



     (b) the fifth anniversary of the date hereof; or



     (c) the dissolution, liquidation or winding up of the Company.



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ARTICLE 6

MISCELLANEOUS




     SECTION 6.01. Specific Performance. Each party agrees that any breach by it of any
provision of this Agreement would irreparably injure the other and that money damages would be an
inadequate remedy therefor. Accordingly, each party agrees that the other shall be entitled to one
or more injunctions enjoining any such breach and requiring specific performance of this Agreement
and consents to the entry thereof, in addition to any other remedy to which the other is entitled
at law or in equity.



     SECTION 6.02. Notices. All notices, requests and other communications to either
party hereunder shall be in writing (including telecopy or similar writing (which shall not include
email)) and shall be given,



     if to the Company, to:


Spark Networks plc

8383 Wilshire Boulevard

Suite 800

Beverly Hills, California 90211

Attention: General Counsel

Facsimile: 323-836-3333


with copies to:


Kirkpatrick & Lockhart Nicholson Graham LLP

10100 Santa Monica Boulevard,

Seventh Floor

Los Angeles, California 90067

Attention: Thomas J. Poletti, Esq.

Facsimile: 310-552-5001


Steptoe & Johnson LLP

14-18 Gresham Street, Clements House

London, EC2V 7JE

England

Attention: Andrew Bloom

Facsimile: +44(0)20 7367 8001



     if to Shareholder, to:


Great Hill Equity Partners II, Limited Partnership

One Liberty Square

Boston, Massachusetts 021209

Attention: Michael A. Kumin

Facsimile: 617-790-9401


with a copy to:


Proskauer Rose LLP

2049 Century Park East, Suite 3200

Los Angeles, California 90067

Attention: Michael A Woronoff, Esq.

Facsimile: 310-557-2193



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or such other address or facsimile number as such party may hereafter specify for the purpose by
notice to the other party hereto. Each such notice, request or other communication shall be
effective when delivered at the address specified in this Section 6.02.




     SECTION 6.03. Amendments; No Waivers. Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case
of an amendment, by Shareholder and the Company, or in the case of a waiver, by the party against
whom the waiver is to be effective. No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive
of any rights or remedies provided by law.



     SECTION 6.04. Expenses. All costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such cost or expense.



     SECTION 6.05. Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns. Neither this Agreement nor any provision hereof is intended to confer upon any Person
other than the parties hereto any rights or remedies hereunder.



     SECTION 6.06. Counterparts; Effectiveness. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Agreement shall become effective when each
party hereto shall have received a counterpart hereof signed by the other party hereto.



     SECTION 6.07. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all prior agreements,
understandings and negotiations, both written and oral, between the parties with respect thereto.
No representation, inducement, promise, understanding, condition or warranty not set forth herein
has been made or relied upon by any of the parties hereto.



     SECTION 6.08. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York, without regard to the conflicts of law rules of such
state.



     SECTION 6.9. Severability. In the event that any provision of this Agreement becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision.



     SECTION 6.10. Headings. The headings of the Articles and Sections herein are
inserted for convenience of reference only and are not intended to be a part of or to affect the
meaning or interpretation of this Agreement.



[The next page is the signature page]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	Spark Networks plc

 	 
	 	By:  	/s/
David E. Siminoff	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Great Hill Equity Partners II, Limited Partnership


By: Great Hill Partners GP II, LLC, its general partner

 	 
	 	By:  	/s/
ILLEGIBLE	 
	 	 	A Manager  	 
	 	 	  	 	 
	 




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