WAIVER
AND FORBEARANCE AGREEMENT





This
Waiver and Forbearance Agreement (the “Agreement”) is made and
entered into, effective as of February __, 2011 (the “Effective Date”), by and among
SouthPeak Interactive Corporation, Inc., a Delaware corporation (the “Company”), and the note holder
listed on the signature page hereto (the “Holder”).  Unless
otherwise specified herein, capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Notes.





RECITALS





A.           The
Holder is the holder of that certain Senior secured convertible notes, dated
July 19, 2010 and September 1, 2010, respectively (collectively, the “Note”), pursuant to which the
Company is required to pay the Holder Interest on December 31, 2010 (the “December Interest Date”);
and





B.           The
Company has failed to pay such Interest and the Holder is willing
to forebear from exercising its remedies with respect thereto and to extend
the December Interest Date to March 15, 2011, on the terms and conditions
hereinafter provided.





In
consideration of the premises and further valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:





1.           Extension
of Maturity Date.  As of the Effective Date, notwithstanding
any provision of the Note to the contrary, the parties hereto hereby agree to
extend the December Interest Date from December 31, 2010 to March 15, 2011 (the
period from December 31, 2010 to March 15, 2011, inclusive, the “Extension Period”). Pursuant
to Section (2) of the Note, the Interest Rate shall increase to fifteen
percent (15.0%)(the “Increased
Interest Rate”) during the Extension Period.





2.           Waiver.





2.1           As
of the Effective Date, the Holder hereby agrees that, during the Extension
Period: (i) the Holder hereby waives its right of redemption of the Note
under Section 4(b) of the Notes and any other remedy, in each case, that may be
available under the Note or otherwise with respect to the Company’s failure to
have paid the required Interest on the Note on the December Interest Date; and
(ii) the Holder hereby agrees to forbear from taking any such actions or
exercising any of such remedies during the Extension Period.




This
Agreement will expire immediately upon the earlier of (a) March 15, 2011 and (b)
the date on which the Company files a voluntary petition or has filed against it
an involuntary petition under any chapter of title 11, U.S.C.




2.3           Except
as provided herein, the Holder reserves the right, in its discretion, to
exercise any or all rights or remedies under the Notes, applicable law and
otherwise as a result of any Event of Default that may occur after the date
hereof, and the Holder has not waived any of such rights or
remedies.








3.           Miscellaneous.





3.1           Governing Law; Jurisdiction;
Jury Trial.  This Agreement shall be construed and enforced in
accor­dance with, and all questions concerning the construction, validity,
interpretation and performance of this Agreement shall be governed by, the
internal laws of the State of New York, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York.  Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  In the event that any provision of
this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with such statute
or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of this Agreement.  THE COMPANY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.





3.2           Amendments.  Except
as specifically provided herein, the Note shall remain unchanged and in full
force and effect.





3.3           Counterparts.  This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement; provided that a facsimile
signature and a signature delivered electronically (including by delivery via
electronic mail of a signature page in “pdf” format) shall be considered due
execution and shall be binding upon the signatory thereto with the same force
and effect as if the signature were an original, not a facsimile or electronic
signature.





[Signature
pages follow]




2


IN WITNESS WHEREOF, the Holder
and the Company have duly executed this Agreement as of the date first written
above.






COMPANY:SOUTHPEAK
      INTERACTIVE CORPORATIONBy:Name:Title:HOLDER:







[Signature
Page to Waiver and Forbearance Agreement]