-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G3PCdPWnmmF4r0+V4uMLehmFAKWwQ2pEcYqj0If32IPjmP/o5lv5i5NLkti3Lx9l RlCl73jbDc6/J7Qkx3uvjQ== 0001144204-08-024334.txt : 20080425 0001144204-08-024334.hdr.sgml : 20080425 20080425172837 ACCESSION NUMBER: 0001144204-08-024334 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080425 DATE AS OF CHANGE: 20080425 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Phillips Terry M. CENTRAL INDEX KEY: 0001433461 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: (804) 378-5100 MAIL ADDRESS: STREET 1: 2900 POLO PARKWAY STREET 2: SUITE 200 CITY: MIDLOTHIAN STATE: VA ZIP: 23113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL SERVICES PARTNERS ACQUISITION CORP. CENTRAL INDEX KEY: 0001336262 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 203290391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81770 FILM NUMBER: 08778755 BUSINESS ADDRESS: STREET 1: 3130 FAIRVIEW PARK DRIVE STREET 2: SUITE 500 CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: 703-373-3143 MAIL ADDRESS: STREET 1: 3130 FAIRVIEW PARK DRIVE STREET 2: SUITE 500 CITY: FALLS CHURCH STATE: VA ZIP: 22042 SC 13D 1 v111788_sc13d.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ____)*
 
Global Services Partners Acquisition Corp.
(Name of Issuer)
 
Common Stock, $.0001 par value
(Title of Class of Securities)
 
37946Y203
(CUSIP Number)
 
Terry M. Phillips
2900 Polo Parkway
Suite 200
Midlothian, Virginia 23113
Telephone: (804) 378-5100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
with a copy to:
 
Greenberg Traurig, LLP
1750 Tysons Boulevard
Suite 1200
McLean, Virginia 22102
Attention: Mark Wishner
Telephone: (703) 749-1352
 
April 25, 2008
(Date of Event Which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box  o.
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
Page 1 of 8 Pages

 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following pages)

Page 2 of 8 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Terry M. Phillips
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
1,000,000   
8
SHARED VOTING POWER
   0   
9
SOLE DISPOSITIVE POWER
1,000,000   
10
SHARED DISPOSITIVE POWER
0   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
52.1%(1)
14
TYPE OF REPORTING PERSON
 
IN

(1)
Based on 1,920,100 shares of common stock outstanding on April 25, 2008.
 
Page 3 of 8 Pages


Item 1.  Security and Issuer.
 
The class of equity securities to which this Schedule 13D relates is the common stock, par value $.0001 per share (the “Common Stock”), of Global Services Partners Acquisition Corp., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3130 Fairview Park Drive, Suite 500, Falls Church, Virginia 22042.
 
Item 2.  Identity and Background.
 
This Schedule 13D is filed on behalf of Terry M. Phillips (the “Reporting Person”).
 
This Schedule 13D relates to 1,000,000 shares of Common Stock held by the Reporting Person (the “Shares”). The Reporting Person has sole voting and dispositive power over the Shares, subject to a right of cancellation described in Item 6 below.
 
The Reporting Person is currently serving as the managing member of SouthPeak Interactive, L.L.C. (“SouthPeak”).
 
The business address of the Reporting Person is 2900 Polo Parkway, Suite 200, Midlothian, Virginia 23113.
 
In May 2007, in an administrative proceeding before the Securities and Exchange Commission, the Reporting Person agreed to cease and desist from committing or causing any violations of Section 10(b) of the Exchange Act and Exchange Act Rules 10b-5 and 13b2-1 and from causing any violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Exchange Act Rules 12b-2, 13a-1 and 13a-13. This proceeding arose from the involvement in 2000 and 2001 of the Reporting Person, Capitol Distributing, L.L.C, and another private company in which the Reporting Person was a principal, in certain actions of Take-Two Interactive Software, Inc. (Take-Two), where the Reporting Person was accused of taking receipt of merchandise from Take-Two and later returning the merchandise to Take-Two without making an effort to sell the merchandise. In his agreement to cease and desist, the Reporting Person paid a civil penalty of $50,000. Other than the foregoing, during the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
 
The Reporting Person is a citizen of the United States.
 
Item 3.  Source and Amount of Funds or Other Consideration.
 
On April 25, 2008, in connection with the execution of the Membership Interest Purchase Agreement (the “Agreement”) by and among the Issuer, SouthPeak and the members of SouthPeak, the Reporting Person was issued the Shares by the Issuer as advanced consideration in exchange for SouthPeak’s and its members’ continued exclusive relationship with the Issuer. Based on a closing price of $0.35 per share of the Common Stock on April 24, 2008, the aggregate value of the Shares is equal to $350,000.
 
Page 4 of 8 Pages

 
Item 4.  Purpose of Transaction.
 
The Reporting Person acquired the Shares as advanced consideration under the Agreement in exchange for SouthPeak’s continued exclusive relationship with the Issuer. Pursuant to the Agreement, the Reporting Person intends to effect a business combination between the Issuer and SouthPeak, subject to the conditions set forth in the Agreement, through the exchange of membership interest of SouthPeak held by its members for shares of Common Stock. If the Reporting Person is unable to effect a business combination between the Issuer and SouthPeak in accordance with the Agreement, the Shares may be cancelled by the Issuer at the Issuer’s option.
 
At the date of this Statement, the Reporting Person, except as set forth in this Statement, has no plans or proposals which would result in:
 
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
 
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
 
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
 
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors;
 
(e) Any material change in the present capitalization or dividend policy of the Issuer;
 
(f) Any other material change in the Issuer’s business or corporate structure;
 
(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
 
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
 
(j) Any action similar to any of those actions enumerated above.
 
Page 5 of 8 Pages

 
Item 5.  Interest in Securities of the Issuer.
 
As of the date of this report, the Reporting Person beneficially owns an aggregate of 1,000,000 shares of Common Stock, which represents approximately 52.1% of the Common Stock outstanding as of April 25, 2008. The Reporting Person has sole power to vote or direct the vote of, and to dispose or direct the disposition of, 1,000,000 shares of Common Stock. However, if the Reporting Person is unable to effect a business combination between the Issuer and SouthPeak in accordance with the Agreement, the Shares may be cancelled by the Issuer at the Issuer’s option.
 
There have been no transactions in the securities of the Issuer by the Reporting Person in the 60 days immediately preceding the date of this report.
 
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
The Reporting Person is a party to the Agreement, pursuant to which the members of SouthPeak have agreed to exchange their membership interests in SouthPeak for shares of Common Stock. Pursuant to the Agreement, the Reporting Person was issued the Shares by the Issuer as advanced consideration in exchange for SouthPeak’s and its members’ continued exclusive relationship with the Issuer. Subject to certain conditions to closing, the members of SouthPeak will receive that number of shares of Common Stock equal to $35.0 million in exchange for the membership interests of SouthPeak. Among others, the conditions to closing under the agreement are:
 
(a)  the Issuer shall have completed, or be under binding letter of intent to complete, contemporaneous with the closing of the Agreement, a financing with gross proceeds no less than $5.0 million;
 
(b)  the Issuer 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 Buyer, if necessary;
 
(c)  all of the Issuer’s known outstanding liabilities shall have been paid in full or adequate provision shall have been made for the same; and
 
(d)  the Issuer shall be in compliance with the reporting requirements under the Securities Exchange Act of 1934, as amended, and shall have timely filed all Securities Exchange Act reports for the 12 month period preceding the closing of the Agreement.
 
If the closing of 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 Issuer, shall immediately be cancelled with no further action on the part of the Reporting Person.
 
Item 7. Material to be Filed as Exhibits.
 
Exhibit 1. Membership Interest Purchase Agreement by and among the Issuer, SouthPeak and the members of SouthPeak, dated April 25, 2008.
 
Page 6 of 8 Pages


SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
     
April 25, 2008
   
     
  TERRY M. PHILLIPS
 
 
 
 
 
 
  By:    /s/ Terry M. Phillips                                         
  Name:  Terry M. Phillips
 
Page 7 of 8 Pages


EXHIBIT INDEX 
 
 
 
 
 
 
Exhibit
 
 
Number 
 
Description 
 
       
1
 
Membership Interest Purchase Agreement by and among the Issuer, SouthPeak and the members of SouthPeak, dated April 25, 2008.
 
Page 8 of 8 Pages

EX-1 2 v111788_ex1.htm Unassociated Document
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 (“GSPACGSPAC”), 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
 
1.1  Initial 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.
 
1.2  Restricted 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
 
2.1  Certain 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 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
 
3.1  GSPAC, 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 corporatio
 
n 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 -

 
3.2  Phillips 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
 
4.1  The 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
 
5.1  Confidential 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.
 
5.2  Public 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.
 
5.3  Indemnification. 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.
 
5.4  Further 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.
 
5.5  Further 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
 
6.1  Notices. 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.
 
6.2  Amendment; 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.
 
6.3  Termination. 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.
 
6.4  Entire 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.
 
6.5  Governing 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 Membership Interest Purchase 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
 
 
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 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 of 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;"

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