8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported): May 1, 2008 (April 25, 2008)

Global Services Partners Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-51693	20-3303304
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3130 Fairview Park Drive, Suite 500

Falls Church, Virginia 22042

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 286-3776

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Item 1.02 Termination of a Material Definitive Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

Item 5.01 Changes in Control of Registrant.

Item 8.01 Other Events.

At a special meeting (the “Special Meeting”) of the stockholders of Global Services Partners Acquisition Corp. (the “Company”) convened on April 24, 2008, Proposal 1 set forth in the Company’s Definitive Proxy Statement (No. 000-51869), filed with the Securities and Exchange Commission on April 11, 2008, was not approved by the holders of a majority of shares of the Company’s Class B common stock, present in person or by proxy and entitled to vote at the Special Meeting. The proposal asked the Company’s stockholders to approve the adoption of the Agreement and Plan of Reorganization (“Reorganization Agreement”), dated January 15, 2008, as amended, by and among the Company, SouthPeak Interactive, L.L.C. (“SouthPeak”), the Company’s wholly-owned subsidiary SouthPeak Interactive Corporation (“SP Holdings”), SP Holdings’ wholly-owned subsidiary GSPAC Merger Company, and the members of SouthPeak, pursuant to which the Company was to consummate a merger and business combination. As a result of the proposal not being approved, none of the other proposals were voted on by the stockholders, the Special Meeting concluded at 4:00 pm local time on April 25, 2008 and the Reorganization Agreement was terminated as of April 25, 2008 by the Company and SouthPeak.

In accordance with the Company’s certificate of incorporation, as a result of the Company not consummating a business combination on or before April 25, 2008, effective on that date, each share of the Company’s Class B common stock was cancelled and automatically converted into the right to receive a pro rata portion of the trust account maintained by the Company since its initial public offering for the benefit of the Class B common stock. The Company has directed the trustee of the trust account to distribute to all holders of its Class B common stock, in proportion to their respective equity interest in the Class B common stock, an aggregate sum equal to the amount in the trust account, inclusive of any interest. The Company estimates that the former holders of its Class B common stock will receive $5.36 for each cancelled share.

On April 25, 2008, subsequent to the termination of the Special Meeting and the Reorganization Agreement, the Company entered into an Agreement (the “Agreement”) with SouthPeak and the members of SouthPeak pursuant to which the members of SouthPeak agreed to enter into a new definitive agreement with the Company to exchange their membership interests in SouthPeak for shares of the Company’s common stock. The Agreement provided that the new definitive agreement for the acquisition of SouthPeak would contain customary terms and conditions and must also include the following specific conditions:

(a)SouthPeak and/or the Company shall have completed, contemporaneous with the closing of the definitive agreement, a financing with gross proceeds of no less than $5.0 million;

(b)the transactions contemplated in the definitive agreement must be consummated by May 31, 2008;

(c)the total purchase price to be paid by the Company for SouthPeak shall consist solely of common stock of the Company having a fair value of no more than $35.0 million;

(d)the Company shall have obtained 12 months of directors’ and officers’ liability insurance and 12 months of “tail” coverage for any departing directors and officers of the Company; and

(e)all of the Company’s known outstanding liabilities due as of the closing of the definitive agreement shall have been paid in full or, if not yet due, adequate provision shall have been made for the same.

In order to facilitate the consummation of the acquisition of SouthPeak, pursuant to the Agreement, on April 25, 2008, the Company issued 1,000,000 shares of its common stock (the “Shares”) to Terry M. Phillips, managing member of SouthPeak (“Phillips”), as advance consideration in exchange for SouthPeak’s and its members’ continued exclusive relationship with the Company. Based on a total of 1,920,100 shares of common stock of the Company outstanding as of the close of business on April 25, 2008 (giving effect to the cancellation of the Company’s Class B common stock on that date), the Shares represent 52.1% of the outstanding common stock of the Company. At the request of Phillips, two designees of Phillips may be elected to the Board of Directors of the Company. The Company is relying upon Rule 506 of Regulation D under the Securities Act of 1933, as amended, in connection with the issuance of the Shares.

If the closing of a definitive agreement as contemplated under the Agreement shall not have occurred on or before May 15, 2008 (subject to the unilateral right of SouthPeak to extend such date to May 30, 2008), the Shares, at the option of the Company, shall immediately be cancelled with no further action on the part of Phillips.

A copy of the joint press release announcing the execution of the Agreement is included as Exhibit 99.1 to this Current Report on Form 8-K.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 99.2 hereto.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On April 28, 2008, Mr. Rahul Prakash, the Company’s Chairman and Chief Executive Officer, and Dr. Brian Boyle, a member of the board of directors of the Company, each submitted their resignations from the Company’s board of directors. Neither Mr. Prakash nor Dr. Boyle had any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On April 28, 2008, the Company’s board of directors appointed Mr. Abhishek Jain, a member of the Company’s board of directors and the Company’s President, to serve as Chairman of the Company’s board of directors and the Chief Executive Officer of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Joint Press Release of the Company and SouthPeak Interactive, L.L.C., dated April 28, 2008*
99.2	Agreement among the Company, SouthPeak Interactive, L.L.C. and the members of SouthPeak Interactive, L.L.C., dated April 25, 2008

_________________

* This information is not deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and is not incorporated by reference into any registration statements under the Securities Act of 1933, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 1, 2008

GLOBAL SERVICES PARTNERS ACQUISITION CORP.
By:	/s/ Abhishek Jain
	Abhishek Jain
	Chairman, Chief Executive Officer and President

EXHIBIT INDEX

Exhibit Number	Description
99.1	Joint Press Release of the Company and SouthPeak Interactive, L.L.C., dated April 28, 2008*
99.2	Agreement among the Company, SouthPeak Interactive, L.L.C. and the members of SouthPeak Interactive, L.L.C., dated April 25, 2008

_________________

* This information is not deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and is not incorporated by reference into any registration statements under the Securities Act of 1933, as amended.

EX-99.1

SouthPeak Interactive to Access the Public Markets Through Transaction With Global Services Partners Acquisition Corp.

One of the Fastest Growing Videogame Publishers to Expand Product Offering and Global
Reach Class B Common Stock Automatically Converted on April 25 Termination Date into
Right to Receive Cash Distribution from Trust Fund

MIDLOTHIAN, Va., April 28 /PRNewswire-FirstCall/ -- SouthPeak Interactive, LLC (“SouthPeak”) and Global Services Partners Acquisition Corp. (“GSPAC”) (OTC Bulletin Board: GSPA, GSPAW, GSPAZ) jointly announced today that they have agreed to a transaction under which SouthPeak’s shareholders shall acquire a majority of the common stock of GSPAC thereby enabling SouthPeak to access the public markets.

SouthPeak and GSPAC anticipate that a related institutional financing along with a business consolidation will occur in May 2008, which will value SouthPeak at $35 million and result in the anticipated issuance of 35 million shares to the SouthPeak shareholders. Upon closing of these related transactions, GSPAC will change its name to SouthPeak Interactive Corporation. The existing executive management team of SouthPeak, Terry Phillips and Melanie Mroz, will then become, respectively, Chairman and CEO of the new company.

SouthPeak is a fast growing video game publisher with a unique production model that exclusively utilizes independent studios to source and produce innovative video games. This model allows the company to leverage leading-edge development talent and minimize fixed overhead, thereby maximizing operational flexibility and profits. SouthPeak expects to exceed its previously announced forecasts of $30 million in revenue for its fiscal year ending June 30, 2008 (representing 140% growth over fiscal year 2007 revenue) and approximately $4.5 million in fiscal year 2008 EBITDA.

Abhishek Jain, President of GSPAC, said, “We are pleased that we have been able to complete a transaction with SouthPeak despite the challenging market for SPAC business combinations. We believe this transaction, together with the anticipated financing and restructuring, will be extremely favorable for our various stakeholders, preserving value for our common shareholders as well as our warrant holders, while also providing for the prompt distribution to our Class B shareholders of their pro rata shares of the trust fund distribution.” As of April 10, 2008, there was $5.36 per share in trust.

Terry Phillips, Chairman of SouthPeak, said, “These transactions will bring SouthPeak public at an opportune moment in the video game industry. We are delighted by investor support we have been receiving for our unique operating model that leverages an expanding universe of game developers to maximize profits and creative potential.” Phillips continued, “The capital provided under the institutional financing commitments we have received will allow us to accelerate our strategy of expanding our product portfolio and continue to outpace the industry in terms of top and bottom-line growth. SouthPeak is very well positioned to deliver unique and profitable game concepts and drive substantial shareholder value as a result.”

The video game industry is growing rapidly with U.S. video game software sales expected to grow from $6.5 billion in 2006 to $13.6 billion in 2009, according to Goldman Sachs. Global video game software sales are expected to grow to $55 billion by 2009 as reported by PriceWaterhouseCoopers.

At a meeting of GSPAC’s shareholders completed on April 25, 2008, a number of Class B common shares representing in excess of 20% of the outstanding shares of such class voted against the business combination previously contemplated. After giving effect to the cancellation of GSPAC’s Class B Common Stock, effective on the April 25, 2008 Termination Date as provided by GSPAC’s Certificate of Incorporation, but before giving effect to the transaction announced today in which 1 million shares were issued to SouthPeak shareholders, there will be 920,100 shares of the GSPAC common stock outstanding. In addition, there will be outstanding 7,517,500 Class W warrants and 6,137,500 Class Z warrants, including the publicly traded Class W and Class Z warrants, as well as a purchase option issued in connection with GSPAC’s initial public offering. The transaction announced today has been unanimously approved by the Board of GSPAC, but is subject to certain closing conditions which the parties believe will be satisfied within two weeks.

About SouthPeak

SouthPeak Interactive, LLC develops and publishes interactive entertainment software for all current hardware platforms including: PLAYSTATION(R)3 computer entertainment system, PSP(R) (PlayStation(R) Portable) system, PlayStation(R)2 computer entertainment system, Xbox 360(TM) video game and entertainment system, Wii(TM), Nintendo DS(TM) and PC. SouthPeak’s games cover all major genres including action/adventure, role playing, racing, puzzle strategy, fighting and combat. SouthPeak’s products are sold in retail outlets in North America, Europe, Australia and Asia. SouthPeak is headquartered in Midlothian, Virginia, and has offices in Grapevine, Texas and London, England. http://www.southpeakgames.com

About GSPAC

Global Services Partners Acquisition Corp. (OTC Bulletin Board: GSPA, GSPAW, GSPAZ) was formed for the specific purpose of consummating a business combination. It completed an initial public offering in April 2006, pursuant to which approximately $30.2 million was placed in trust. As of April 10, 2008, GSPAC had approximately $5.36 per Class B share in trust.

This press release contains statements relating to future results (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to: market conditions for SouthPeak’s published video games; market performance of SouthPeak’s video games and the related impact on revenue and funds inflows/outflows; operational risks; costs related to the proposed acquisition by GSPAC; failure to gain the required approvals of GSPAC’s stockholders; and risks that the closing of the transaction is substantially delayed or that the transaction does not close. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

This release includes certain financial information (EBITDA) not derived in accordance with generally accepted accounting principles (“GAAP”). GSPAC believes that the presentation of this non-GAAP measure provides information that is useful to investors as it indicates more clearly the ability of SouthPeak to meet capital expenditures and working capital requirements and otherwise meet its obligations as they become due. SouthPeak’s EBITDA was derived by taking projected earnings before interest, taxes, depreciation and amortization as it may be adjusted for certain one-time non-recurring items and exclusions.

EX-99.2

AGREEMENT

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”).

WHEREAS, the Members own all of the membership interests of the Company (the “Membership Interests”); and

WHEREAS, the Company and the Members have proposed to GSPAC that GSPAC acquire the Membership Interests;

WHEREAS, GSPAC is willing to acquire the Membership Interests upon and subject to the conditions set forth in this Agreement (the “Acquisition”);

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

ISSUANCE OF SHARES; CALL RIGHT

1.1Initial Issuance; Call Right. In order to facilitate the consummation of the Acquisition, on the date hereof, GSPAC shall issue to Terry Phillips, a Member (“Phillips”), 1,000,000 shares of Common Stock (the “Initial Shares”) as an advance towards the consideration to be paid by GSPAC for the Membership Interests. The issuance of the Initial Shares is in consideration for the extension of the exclusive relationship between the Company and GSPAC set forth herein. If the consummation of the Acquisition has not occurred by the close of business on May 15, 2008 (subject to the unilateral right of the Company to extend such date to May 30, 2008), the Initial Shares shall immediately be cancelled with no further action on the part of Terry Phillips and shall revert to the status of authorized and unissued shares of common stock of GSPAC.

1.2Restricted Shares.The Initial Shares shall be non-transferable until the Acquisition is consummated and shall be “restricted shares”. GSPAC shall have the right to place appropriate restrictive legends on the certificates representing the Initial Shares.

ARTICLE II

THE ACQUISITION

2.1Certain Terms of the Acquisition.  The definitive agreements for the Acquisition shall include customary terms and provisions and shall also include the following specific terms and conditions:

(a)Subsequent to the date of this Agreement but prior to (or concurrently with) the consummation of the Acquisition (the “Closing”), GSPAC and/or the Company shall have received new unrestricted financing of at least $5 million in total gross proceeds.

(b)The acquisition shall have been consummated by May 31, 2008.

(c)The total purchase price to be paid by GSPAC for the Membership Interests shall not include any cash consideration and shall be in the form of common stock having a fair value of no more than $35,000,000 in the aggregate.

(d)GSPAC shall have obtained 12 months of directors’ and officers’ liability insurance and 12 months of “tail” coverage for any departing directors and officers of GSPAC.

(e)All of GSPAC’s known outstanding liabilities due as of the Closing shall have been paid in full or, if not yet due, adequate provision shall have been made for the same.

(f)The definitive agreements for the Acquisition shall have been approved by the Board of Directors of GSPAC, which shall have determined that the terms of the Acquisition are fair to and in the best interests of the public stockholders of GSPAC (it being understood that the terms set forth herein are deemed to be fair), and by the stockholders of GSPAC (which approval may be made pursuant to a written consent of stockholders) to the extent such approval is necessary to enable the Acquisition to occur.

(g)GSPAC, the Company and the Members shall, in connection with the Acquisition, have complied with all applicable provisions of Delaware corporate law and federal securities laws.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1GSPAC, on the one hand, and the Company and the Members, on the other hand, hereby represent and warrant to the other as follows:

(a)If such party is not an individual, it is either a corporation or limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite limited liability company or corporate power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted.

(b)Such party has all necessary power, capacity and authority to execute and deliver this Agreement and to perform its, his or her obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by such party of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company or corporate action. Such party has duly and validly executed and delivered this Agreement, and assuming the due authorization, execution and delivery thereof by the other parties hereto, this Agreement constitutes the legal and binding obligation of such party, enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

- 2 -

3.2Phillips represents that he is an accredited investor within the meaning of Regulation D under the Securities Act of 1933, as amended.:

ARTICLE IV

CONDITION PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT

4.1The effectiveness of this Agreement is subject to the satisfaction of the following conditions, none of which may be waived or modified:

(a)The Initial Shares shall have been issued and delivered to Phillips in accordance with the terms and conditions of this Agreement.

(b)GSPAC shall have in effect policies of insurance described in Section 2.1(d) of this Agreement providing coverage through at least May 30, 2008.

(c)GSPAC and HCFP/Brenner Securities LLC shall have executed and delivered on the date hereof a letter or letters modifying, in the manner described in Schedule 4.1 hereto, the “Insider Letters” that were executed by all of the persons who were securityholders of GSPAC prior to the completion of its initial public offering or who were directors or officers of GSPAC on or prior to the date hereof.

ARTICLE V

ADDITIONAL AGREEMENTS

5.1Confidential Information; Non-Solicitation or Negotiation.

(a)Confidential Information. Except in connection with any dispute between the parties and subject to any obligation to comply with (i) any applicable law, (ii) any rule or regulation of any governmental entity or securities exchange, or (iii) any subpoena or other legal process to make information available to the persons entitled thereto, whether or not the transactions contemplated herein shall be concluded, all information obtained by any party about any other, and all of the terms and conditions of this Agreement, shall be kept in confidence by each party, and each party shall cause its Members, stockholders, directors, officers, managers, employees, agents and attorneys to hold such information confidential. Such confidentiality shall be maintained until such time, if any, as any such data or information either is, or becomes, published or a matter of public knowledge; provided, however, that the foregoing shall not apply to any information obtained by a party through its own independent investigations of the other party or received by a party from a source not known by such party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the other party, nor to any information obtained by a party which is generally known to others engaged in the trade or business of such party. In the event a party to this Agreement becomes legally compelled to disclose any such information, it shall promptly provide the others with written notice of such requirement so that the other parties to this Agreement may seek a protective order or other remedy.

- 3 -

(b)No Solicitation or Negotiation. From the date hereof until the earliest of the consummation of this Agreement, the termination of this Agreement or May 15, 2008 (unless this Agreement is extended pursuant to its terms in which case such date shall be May 31, 2008), none of the Company, the Members or GSPAC shall, and each such party shall not suffer or permit their respective directors, officers, stockholders, employees, representatives, agents, investment bankers, advisors, accountants or attorneys, to initiate or solicit, directly or indirectly, any inquiries or the making of any offer or proposal that constitutes or would be reasonably expected to lead to a proposal or offer (other than as expressly contemplated by this Agreement) for a stock purchase, asset acquisition, merger, consolidation or other business combination involving any of the Company or GSPAC or any proposal to acquire in any manner a direct or indirect substantial equity interest in, or all or any substantial part of the assets of, Company or GSPAC (an “Alternative Proposal”) from any person and/or entity, or engage in negotiations or discussions relating thereto or accept any Alternative Proposal, or make or authorize any statement, recommendation or solicitation in support of any Alternative Proposal.

5.2Public Disclosure. GSPAC, the Company and the Members shall consult with each other before issuing any press release or otherwise making any public statement or making any other public (or non-confidential) disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement and the transactions contemplated hereby; provided, however that the foregoing shall not prevent any party from making any disclosure or filing required by applicable law.

5.3Indemnification. All rights to indemnification for acts or omissions occurring through the Closing now existing in favor of the current directors and officers of GSPAC and the Company as provided in the organic documents of GSPAC and the Company or in any indemnification agreements shall survive the Closing and shall continue in full force and effect in accordance with their terms.

5.4Further Assurances. Each of the parties to this Agreement shall use its commercially reasonable efforts to effectuate the transactions contemplated hereby and to fulfill and cause to be fulfilled the conditions to closing under this Agreement. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

5.5Further Assurances. Immediately after the effectiveness of this Agreement, Rahul Prakash and Brian Boyle shall resign from the GSPAC Board of Directors, and at the request of Phillips, two designees of Phillips shall be elected to the Board of Directors of GSPAC.

- 4 -

ARTICLE VI

GENERAL PROVISIONS

6.1Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile (with confirmation of receipt) to the party or parties hereto.

6.2Amendment; Modification; Waiver. This Agreement may not be amended or modified and none of its provisions may be waived except pursuant to a writing signed on behalf of all of the parties hereto; and provided, further, however, that for any such writing to be effective, it shall have been authorized and approved by a majority of the disinterested members of the Board of Directors of GSPAC.

6.3Termination. This Agreement shall terminate automatically if the Closing shall not have occurred by May 15, 2008; provided that such date may be unilaterally extended to May 31, 2008 at the option of the Company.

6.4Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Non-Disclosure Agreement, dated July 2, 2007, by and between GSPAC and the Company, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms.

6.5Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the laws that might otherwise govern under applicable principles of conflicts of law.

[Signature Page to Follow]

- 5 -

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of and on the date first above written.

GSPAC:

GLOBAL SERVICES PARTNERS ACQUISITION CORP.

By:  /s/ Rahul C. Prakash             

Name:Rahul C. Prakash

Title: Chief Executive Officer

By:  /s/ Abhishek Jain                 

Name:Abhishek Jain

Title: President

COMPANY:

SOUTHPEAK INTERACTIVE, L.L.C.

By: /s/ Terry Phillips                  

Name:Terry Phillips

Title:Managing Member

MEMBERS:

/s/ Terry Phillips                          

Terry Phillips

/s/ Gregory Phillips                     

Gregory Phillips

/s/Melanie Mroz                        

Melanie Mroz

/s/ Katie Morgan                        

Katie Morgan

- 6 -

SCHEDULE I

MEMBERS OF THE COMPANY

Terry M. Phillips

Gregory Phillips

Melanie Mroz

Katie Morgan

-7-

SCHEDULE 4.1

MODIFICATIONS TO “INSIDER LETTERS”

Amend or modify the “insider letters” as follows:

a. The following provisions of the “insider letters” shall be effective only so long as the signatory to the “insider letter” is a director or officer of GSPAC: Paragraphs 1 (first sentence) and the entirety of Paragraphs 3, 4, 5 and 6;

b. Delete clause (ii) in first sentence of Paragraph 1.

c. Add the following proviso at the end of Paragraph 1: "; provided, however, that the underlying transaction giving rise to any such loss, liability, claim, etc. shall have occurred while the undersigned was a director or officer of the Company."

d. Delete the first sentence of Paragraph 7.

e. Amend the definition of “Business Combination” in Paragraph 10(i) to add the following at the end thereof: ", which in any such case was approved by the Class B stockholders of the Company on or prior to April 25, 2008;"

- 8 -