THE
SECURITIES REPRESENTED HEREBY (INCLUDING, WITHOUT LIMITATION, THIS WARRANT AND
THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF) HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

     

    Void
after 5:00 p.m. Washington, D.C. Time, on May 31, 2013.

     

    
      
        
          	
                  Warrant
      No. FY2010-1

                	
                  November
      13, 2009

                


        

      

    

     

    
      
        

      

    

     

    COMMON
STOCK WARRANT

    ___________________________

     

    THIS IS
TO CERTIFY THAT, for value received, Microprose, LLC, a Delaware limited
liability company, or its registered assigns pursuant to Section 4 hereof
(“Holder”),
is entitled to purchase, subject to the provisions of this Warrant, from
SouthPeak Interactive Corporation, a Delaware corporation (the “Company”),
one hundred fifty thousand (150,000) fully paid, validly issued and
nonassessable shares of Common Stock, par value $0.0001 per share, of the
Company (“Common
Stock”) at the
exercise price of thirty-five cents ($0.35) per share until the Expiration Date,
as defined below.  The number of shares of Common Stock to be received
upon the exercise of this Warrant and the price to be paid for each share of
Common Stock shall be adjusted from time to time as hereinafter set
forth.

     

    The
shares of Common Stock issued or issuable upon such exercise, and as adjusted
from time to time, are hereinafter sometimes referred to as “Warrant
Shares,” and the exercise price of a Warrant Share as adjusted from time
to time is hereinafter sometimes referred to as the “Exercise
Price.”

     

    1.           Exercise of Warrant;
Notification of Expiration Date of Warrant.  This Warrant is
exercisable at the option of Holder at any time or from time to time prior to
5:00 P.M. Washington, D.C. time on May 31, 2013 (the “Expiration
Date”); provided, however, that if such
day is a day on which banking institutions in the District of Columbia are
authorized by law to close, then on the next succeeding day which shall not be
such a day.  This Warrant may be exercised by presentation and
surrender hereof to the Company at its principal office, or at the office of its
stock transfer agent, if any, with the Notice of Exercise annexed hereto (“Notice of
Exercise”) duly executed and accompanied by payment of the Exercise Price
for the number of Warrant Shares specified in such form and any applicable
taxes.  The purchase price for any Warrant Shares purchased pursuant
to the exercise of this Warrant shall be paid in full upon such exercise in cash
or by certified or bank check or by wire transfer of immediately available
funds.  In the alternative, the Warrant may be exchanged for Warrant
Shares as described in Section 10
hereof.  As soon as practicable after each such exercise of the
Warrant, but not later than ten (10) business days from the date of such
exercise, the Company shall issue and deliver to Holder a certificate or
certificates for the Warrant Shares issuable upon such exercise, registered in
the name of Holder or Holder’s designee (subject to the payment by Holder of any
applicable transfer taxes).  If the Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the rights of Holder thereof to
purchase the balance of the Warrant Shares purchasable
thereunder.  Upon receipt by the Company of the Warrant at its office,
or by the stock transfer agent of the Company at its office, in proper form for
exercise, together with the exercise price thereof and taxes as aforesaid in
cash or certified or bank check or wire transfer of immediately available funds
or the notice of Net Exercise specified in Section 10 and the
investment letter described below, Holder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be physically delivered to Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
anything herein to the contrary, the Company shall use reasonable efforts to
mail to the original Holder, by certified mail, return receipt requested, notice
of the Expiration Date of the Warrant, no later than twenty (20) days prior to
the Expiration Date.

     

    2.           Reservation of
Shares.  The Company shall at all times reserve for issuance
and/or delivery upon exercise of this Warrant such number of shares of Common
Stock as shall be required for issuance and delivery upon exercise of the
Warrant.

     

    3.           Fractional
Shares.  No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant.  In lieu
thereof, the Company shall, with respect to any fraction of a share called for
upon any exercise hereof, pay to Holder an amount in cash equal to such fraction
multiplied by the then-current fair market value of a share of Common
Stock.

     

    4.           Exchange, Transfer,
Assignment or Loss of Warrant.  This Warrant is exchangeable,
without expense, at the option of Holder, upon presentation and surrender hereof
to the Company or at the office of its stock transfer agent, if any, for other
Warrants of different denominations entitling Holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder (as
such number may be reduced as a result of any partial exercise prior to such
surrender).  Holder may not transfer or assign the Warrant, in whole
or in part, without the prior written consent of the Company except to the
Holder’s members or an Affiliate of Holder. “Affiliate of
Holder” means any person who controls, is controlled by or is under
common control with the Holder, including, without limitation, as applicable,
the Holder’s partners, members, former partners, former members or an entity
managed by the Holder’s manager, managing partner or management company or
managed or owned by an entity controlling, controlled by or under common control
with, such manager, managing partner or management company.  Upon
surrender of this Warrant to the Company at its principal office or at the
office of its stock transfer agent, if any, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax, the Company
shall, without charge, execute and deliver a new Warrant in the name of the
assignee or assignees named in such instrument of assignment and this Warrant
shall promptly be canceled.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and in the case of loss, theft or destruction, of reasonable
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor, date and amount.

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

    5.           Rights of
Holder.  The Holder shall not, by virtue hereof, be entitled to
any rights of a stockholder in the Company, either at law or equity including,
without limitation, any rights to dividends, and the rights of Holder are
limited to those expressed in the Warrant and are not enforceable against the
Company except to the extent set forth herein.

     

    6.           Adjustment for Certain
Events.  So long as this Warrant shall be outstanding, the
Exercise Price in effect at any time and the number and kind of securities
purchasable upon the exercise of the Warrant shall be subject to adjustment from
time to time upon the happening of certain events as follows:

     

    6.1.           Adjustments for Certain
Dividends, Distributions, Stock Splits, Etc.  In case the
Company shall (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock or (ii) subdivide, combine or
reclassify its outstanding shares of Common Stock into a greater or lesser
number of shares, the Exercise Price in effect at the time of the record date
for such dividend or distribution or the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted as of the
record or effective date of such event by multiplying such Exercise Price by a
fraction, the denominator of which shall be the number of shares of Common Stock
outstanding immediately following such event and the numerator of which shall be
the number of shares of Common Stock outstanding immediately prior
thereto.  For example, if the Company declares a two-for-one forward
stock split and the Exercise Price immediately prior to such event was $1.00 per
share, the adjusted Exercise Price immediately after such event would be $0.50
per share.  Such adjustment shall be made successively whenever any
event listed above shall occur.

     

    6.2.           Adjustment in Number of
Warrant Shares.  Whenever the Exercise Price payable upon
exercise of this Warrant is adjusted pursuant to Section 6.1  above,
the number of Warrant Shares purchasable upon exercise of this Warrant shall
simultaneously be adjusted by multiplying the number of Warrant Shares issuable
upon exercise of this Warrant immediately prior to such adjustment by the
Exercise Price in effect immediately prior to such adjustment and dividing the
product so obtained by the Exercise Price in effect immediately after such
adjustment.

     

    6.3.           Certificate as to
Adjustment.  Whenever the Exercise Price shall be adjusted as
required by this Section 6, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, an officer’s
certificate showing the adjusted Exercise Price and adjusted number of Warrant
Shares determined as herein provided and setting forth in reasonable detail the
facts requiring such adjustment and such other facts as shall be necessary to
show the reason for and the manner of computing such adjustment.  Each
such officer’s certificate shall be made available at all reasonable times for
inspection by Holder, and the Company shall, forthwith after each such
adjustment, mail, by certified mail, a copy of such certificate to Holder or any
such holder.

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     

    7.           Notice to
Holder.  So long as this Warrant shall be outstanding, (i) if
the Company shall pay any dividend or make any distribution upon the Common
Stock, or (ii) if the Company shall generally offer to the holders of Common
Stock for subscription or purchase by them any shares of any class or any other
rights, or (iii) if any capital reorganization of the Company, reclassification
of the capital stock of the Company, consolidation or merger of the Company with
or into another corporation, sale, lease or transfer of all or substantially all
of the property and assets of the Company to another corporation, or voluntary
or involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case, the Company shall cause to be mailed by
certified mail to Holder, at least fifteen (15) days prior to the date specified
in (x) or (y) below, as the case may be, a notice containing a brief description
of the proposed action and stating the date on which (x) a record is to be taken
for the purpose of such dividend, distribution or rights, or (y) such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up is to be effected and the date, if any,
is to be fixed, as of which the holders of Common Stock or other securities
shall receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.

     

    8.           Reclassification,
Reorganization or Merger.  In case of any reclassification or
capital reorganization of outstanding shares of Common Stock, or in case of any
consolidation or merger of the Company with or into another corporation (other
than a merger with another corporation in which merger the Company is the
surviving corporation and which does not result in any reclassification or
capital reorganization of outstanding shares of Common Stock) or in case of any
sale, lease or conveyance to another corporation of the property of the Company
as an entirety, the Company shall, as a condition precedent to such transaction
(unless waived in writing by Holder), cause effective provisions to be made so
that Holder shall have the right thereafter by exercising the Warrant at any
time prior to the expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification or capital reorganization and consolidation, merger, sale or
conveyance had such Holder exercised this Warrant in full immediately prior to
such event.  Any such provision shall include provision for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant.  The foregoing provisions of
this Section
8 shall
similarly apply to successive reclassifications or capital reorganizations of
shares of Common Stock and to successive consolidations, mergers, sales or
conveyances.

     

    9.           Securities Law
Compliance.

     

    9.1.           No
Registration.  The Holder of this Warrant, by acceptance
hereof, acknowledges that the Warrant and the Warrant Shares to be issued upon
exercise hereof have not been registered under the Securities Act of 1933, as
amended (the “Act”), or
qualified under any state securities laws and hereby represents and warrants
that such Warrant and Warrant Shares are being acquired solely for Holder’s own
account and not as a nominee for any other party, and for investment, and not
with a view toward distribution or resale thereof and covenants and agrees that
Holder will not offer, sell, transfer, assign, pledge or otherwise dispose of
this Warrant or any Warrant Shares to be issued upon exercise hereof in the
absence of (i) an effective registration statement under the Act as to this
Warrant or such Warrant Shares and registration or qualification of this Warrant
or such Warrant Shares under any applicable U.S. federal or state securities
laws then in effect, or (ii) an opinion of counsel, reasonably satisfactory to
the Company, that such registration and qualification are not
required.

     

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

     

    9.2.           Legend. If
appropriate, this Warrant and any Warrants issued upon exercise or substitution
or upon assignment or transfer pursuant to Sections 1 or 4, as the case may
be, and all Warrant Shares issued upon exercise hereof shall be stamped or
imprinted with legends setting forth the restrictions on transfer arising under
applicable federal and state securities laws, together with any legends required
under any other Company agreements to which Holder is a party.

     

    10.           Net
Exercise Right.

     

    10.1.                      Right. In lieu of
exercising this Warrant in the manner provided above in Section 1, Holder may elect
to receive shares equal to the net value of this Warrant (or the portion thereof
being canceled) pursuant to the terms of this Section 10 (the “Net Exercise
Right”), in which event the Company shall issue to such Holder a number
of Warrant Shares computed using the following formula:

     

    Y   x   (A –  B)

                                                       X      =                            
___________

    A

     

    X      =
The number of shares of Warrant Shares to be issued to Holder.

     

    Y      =
The number of Warrant Shares for which a written Notice of Exercise has been
given.

     

    A      =
The value of one Warrant Share (at the date of such calculation).

     

    B      =
Exercise Price (as adjusted to the date of such calculation).

     

    10.2.                      Value. For purposes
of this Section
10, the
value of one Warrant Share on the date of calculation shall be equal to the
volume weighted average closing price of the Company’s Common Stock for the ten
(10) trading days on the Over the Counter Bulletin Board (“OTCBB”) or
on any exchange, including the Nasdaq Stock Market, on which the Company’s
shares of Common Stock are traded ending on the trading date prior to the
exercise of this Warrant. If  the Company’s shares of Common Stock are
not traded on the OTCBB or any exchange, the value shall equal the highest price
per share which the Company could obtain on the date of calculation from a
willing buyer (not a current employee or director) for Warrant Shares sold by
the Company, from authorized but unissued shares, as determined in good faith by
the Board of Directors using a commercially acceptable valuation formula and
without any minority or liquidity discount.

     

    10.3.                      Manner of Exercise.
The Net Exercise Right may be exercised by Holder by the surrender of this
Warrant at the principal office of the Company together with the Notice of
Exercise duly executed specifying that Holder thereby intends to exercise the
Net Exercise Right.  Certificates for the shares of stock issuable
upon exercise of the Net Exercise Right shall be delivered to Holder as soon as
practicable after each such exercise of this Warrant, but not later than ten
(10) business days from the date of such exercise.

     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

    11.           Miscellaneous.

     

    11.1.                      Amendments.  Neither
the Warrant nor any term hereof may be changed, waived, discharged or terminated
without the prior written consent of the Company and Holder.

     

    11.2.                      No
Impairment.  The Company will not avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of this Warrant and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the
Holder hereunder.

     

    11.3.                      Governing
Law.  This Agreement shall be governed by and construed under
the laws of the State of Delaware, without regard to conflicts of law provisions
thereof.

     

    11.4.                      Notice.  Any
notice required or permitted under this Warrant shall be in writing and shall be
deemed to have been given on the date of delivery, if delivered personally, by
facsimile (which shall include email) (or on the next business day if the date
of facsimile is other than a business day) or by deposit with a nationally
recognized overnight courier to the party to whom notice is to be given, or on
the fifth business day after mailing, if mailed to the party to whom notice is
to be given, by certified mail, return receipt requested, postage prepaid, and
addressed as follows:

     

    If to the
Company, at

     

    2900 Polo
Parkway

    Midlothian,
Virginia 23113

    Fax:
(804) 378-6085

    Attention:  Terry
Phillips

     

    If to the
Holder, at

     

    
      Microprose,
LLC

    

    
      c/o The
Corporation Trust

    

    
      1209
Orange Street

    

    
      Wilmington,
DE 19801

    

    
      Tel:
646-662-1357

    

    
      Attention:  General
Manager / Frederic Chesnais

    

    
      


       

      With a
required copy sent concurrently to:

    

    
      Lime, LLC
– Lawyers for Interactive Media & Entertainment

    

    
      132
Fayerweather Street

    

    
      Cambridge,
MA 02138

    

    
      Attention:
Steven A. Bercu, Esq.

    

    
      Fax:
617-812-2554

    

     

    
      
        
        

      

      
        - 6
-

        
          

        

      

      
        
        

      

    

     

    11.5.                      Severability.  If
one or more provisions of this Warrant are held to be unenforceable under
applicable law, the parties agree to renegotiate such provision in good
faith.  In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (a) such
provision shall be excluded from this Warrant, (b) the balance of this Warrant
shall be interpreted as if such provision were so excluded and (c) the balance
of this Warrant shall be enforceable in accordance with its terms.

     

    11.6.                      Headings.  The
Section and other headings are for convenience only and are not a part of this
Warrant and shall not affect the interpretation thereof.

    


     

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.

     

    
      
        
          
            
              
                	 	
                        SOUTHPEAK
      INTERACTIVE CORPORATION

                      
	 	 
	 	 
	 	/s/
      Terry
      Phillips                                                        
      
	 	
                        Terry
      Phillips,
Chairman

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        - 7
-

        
          

        

      

      
        
        

      

    

    


    ATTACHMENT
A

     

    NOTICE OF
EXERCISE

     

    To
SouthPeak Interactive Corporation:

     

    1.           The
undersigned hereby elects to purchase __________________ Warrant Shares pursuant
to the terms of the attached Warrant, and tenders herewith payment of the
Exercise Price of such shares in full, together with all applicable transfer
taxes, if any.

     

    2.           The
undersigned hereby elects to convert the attached Warrant into Warrant Shares in
the manner specified in Section 10 of the
Warrant.  This conversion is exercised with respect to
__________________ of the Warrant Shares covered by the Warrant.

     

    3.           Please
issue a certificate or certificates representing said Warrant Shares in the name
of the undersigned or in such other name as is specified below:

     

    
      	
            	
              Name:

            	
              ___________________

            


    

     

    
      	
            	
              Address:

            	
              

                ___________________

                
                  ___________________

                  
                    ___________________

                  

                

              

            


    

     

    The
undersigned represents that the aforesaid Warrant Shares are being acquired for
the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares except in an
offering registered under the Securities Act of 1933, as amended, or pursuant to
an exemption from such registration requirement.

     

    
      
        
          
            
              	 	
                      WARRANT
      HOLDER

                    
	 	 
	 	___________________________
	 	
                      Name:
      ______________________

                    
	 	
                      Title:
      _______________________

                    
	 	
                      Date:
      _______________________

                    


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ATTACHMENT
B

     

    ASSIGNMENT
FORM

     

    FOR VALUE
RECEIVED, ______________________________________ hereby sells, assigns and
transfers unto

     

    Name:
__________________________________________________________________________________________

    (Please
typewrite or print in block letters)

     

    Address:
________________________________________________________________________________________
the right
to purchase shares of SouthPeak Interactive Corporation (the “Company”),
represented by this Warrant to the extent of __________________ shares as to
which such right is exercisable and does hereby irrevocably constitute and
appoint as Attorney, to transfer the same on the books of the Company with full
power of substitution in the premises.

     

    
      	 	
              WARRANT
      HOLDER

            
	 	 
	 	___________________________
	 	
              Name:
      ______________________

            
	 	
              Title:
      _______________________

            
	 	
              Date:
      _______________________