THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), AND SUCH NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE
RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES
LAWS.

     

    THIS NOTE
AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE TO THE
INDEBTEDNESS (INCLUDING INTEREST) OF THE BORROWER REPRESENTED BY THAT CERTAIN
LOAN AGREEMENT DATED AS DECEMBER 16, 2005, AS AMENDED, BY AND AMONG THE SENIOR
LENDER, THE BORROWER, SOUTHPEAK LLC AND SOUTHPEAK UK, AS SUCH LOAN AGREEMENT MAY
BE AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME OR
ANY REFINANCINGS THEREOF.

     

    JUNIOR
SECURED SUBORDINATED CONVERTIBLE  PROMISSORY NOTE

     

    
      	
              $__________

            	
              April
      30, 2010

            


    

     

    For Value
Received, the undersigned, SouthPeak Interactive Corporation, a Delaware
corporation, (the “Borrower”), promises
to pay to _______________  (the “Holder”), the maximum
aggregate principal amount of _________ dollars ($_________.00), or such lesser
sum which represents the principal balance outstanding under this Note, together
with interest on the principal amount outstanding from time to time, as
specified below.  The actual amount due and owing from time to time
hereunder shall be evidenced by the Holder’s records of receipts and
disbursements with respect to this Note, which shall, in the absence of manifest
error, be conclusive evidence of the amount.  This Note is one of the
junior secured subordinated convertible promissory notes (collectively, the
“Notes”)
referred to in, and purchased pursuant to, the Note Purchase and Security
Agreement dated April 29, 2010, as amended from time to time, among the Borrower
and the Purchasers therein (the “Note Purchase
Agreement”) and evidences a borrowing from the Holder by the Borrower
under the Note Purchase Agreement.  The obligations of the Borrower under
this Note are secured as provided in the Note Purchase Agreement.

     

    1. 
         Interest.  This
Note shall bear interest at an annual rate of 10%.  All computations of
interest payable hereunder shall be made on the basis of the actual number of
days in the period for which such interest is payable and a year of 365
days.

     

    2. 
         Payment.  The
Borrower reserves the right to make payments in whole or in part, without notice
or penalty at any time.  Notwithstanding any such payment, the Holder shall
have the right, at its option, prior to the Maturity Date to re-advance to
Borrower any principal previously repaid under such Holder’s Note.  All
payments shall first be applied to accrued and unpaid interest and the remainder
to principal.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    3. 
         Maturity Date. 
The principal of this Note, together with all accrued and unpaid interest and
any other fees or expenses otherwise due and owed to the Holder under the Note
Purchase Agreement (the sum of such principal and accrued and unpaid interest,
fees and expenses being hereinafter referred to as the “Amount Due”), shall
be due and payable on December 27, 2010 (the “Maturity
Date”).  Upon five day’s prior written notice, the Borrower may
prepay the Amount Due, in whole or in part, prior to the Maturity Date, without
penalty or additional fees.

     

    4. 
         Pro-Rata
Payment.  Any payments made under the Notes, other than any payments
in full, either on the Maturity Date or upon the occurrence of an Event of
Default, or upon any prepayment at the option of the Borrower, the holders of
the Notes shall share ratably in any distribution of the Borrower pro rata in
proportion to the respective principal amounts of all such Holders’
Notes.

     

    5. 
         Conversion.

     

    (a) 
          At any time on or after the date of issuance
of this Note and upon ten day’s prior written notice, this Note shall be
convertible (in whole or in part), at the option of the Holder, into such number
of fully paid and non-assessable shares of Common Stock, as is determined by
dividing (i) that portion of the outstanding principal balance under this Note
and accrued but unpaid interest thereon as of such date that the Holder elects
to convert by (ii) $0.35 (the “Conversion Price”);
provided, however, that the Conversion Price shall be subject to adjustment as
described in Section
5(b) below.  The Holder shall deliver this Note to the principal
address of the Borrower at such time that this Note is fully converted. 
With respect to partial conversions of this Note, the Borrower shall keep
written records of the amount of this Note converted.

     

    (b) 
          The Conversion Price shall be subject to
adjustment from time to time as follows:

     

     (i) 
         If the Borrower shall at any time or from time
to time after the date of issuance of this Note, effect a stock split of the
outstanding Common Stock, the Conversion Price in effect immediately prior to
the stock split shall be proportionately decreased.  If the Borrower shall
at any time or from time to time after the date of issuance of this Note,
combine the outstanding shares of Common Stock, the Conversion Price in effect
immediately prior to the combination shall be proportionately increased. 
Any adjustments under this Section 5(b)(i) shall
be effective at the close of business on the date the stock split or combination
occurs.

     

     (ii) 
         If the Borrower shall at any time or from time
to time after the date of issuance of this Note, make or issue or set a record
date for the determination of holders of Common Stock entitled to receive a
dividend or other distribution payable in shares of Common Stock, then, and in
each event, the Conversion Price in effect immediately prior to such event shall
be decreased as of the time of such issuance or, in the event such record date
shall have been fixed, as of the close of business on such record date, by
multiplying, the Conversion Price then in effect by a fraction:

     

    
      
        
        

      

      
        - 2
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    (1) 
         the numerator of which shall be the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record date;
and

     

    (2) 
         the denominator of which shall be the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record date plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution.

     

    (iii) 
         If the Common Stock issuable upon voluntary
conversion of this Note at any time or from time to time after the date of
issuance of this Note shall be changed to the same or different number of shares
of any class or classes of stock, whether by reclassification, exchange,
substitution or otherwise (other than by way of a stock split or combination of
shares or stock dividends provided for in Sections 6(b)(i) and
(ii), then, and
in each event, an appropriate revision to the Conversion Price shall be made and
provisions shall be made (by adjustments of the Conversion Price or otherwise)
so that the Holder shall have the right thereafter to voluntarily convert this
Note into the kind and amount of shares of stock and other securities receivable
upon reclassification, exchange, substitution or other change, by holders of the
number of shares of Common Stock into which this Note might have been
voluntarily converted immediately prior to such reclassification, exchange,
substitution or other change, all subject to further adjustment as provided
herein.

     

    6. 
         Event of Default;
Remedies.  Upon the occurrence and during the continuance of an
Event of Default, this Note may be accelerated in the manner described in the
Note Purchase Agreement and the Holder shall have all of the rights and remedies
provided in the Note Purchase Agreement and the Loan Documents.

     

    7. 
         Waiver of Certain
Rights.  Subject to any applicable notice periods, all parties to
this Note, including Borrower and any sureties, endorsers, or guarantors, hereby
waive protest, presentment, notice of dishonor, and notice of acceleration of
maturity and agree to continue to remain bound for the payment of principal,
interest and all other sums due under this Note notwithstanding any change or
changes by way of release, surrender, exchange, modification or substitution of
any security for this Note or by way of any extension or extensions of time for
the payment of principal and interest; and all such parties waive all and every
kind of notice of such change or changes and agree that the same may be without
notice or consent of any of them.

     

    8. 
         Enforcement. 
The Holder may enforce this Note as described in the Note Purchase
Agreement.

     

    9. 
         Subordination. 
Notwithstanding anything to the contrary contained in this Note, the Holder
agrees, by acceptance of this Note, that the obligations under this Note,
including principal, interest and all other amounts payable hereunder
(collectively, the “Subordinated
Indebtedness”), shall be and remain junior and subordinate to any and all
indebtedness, obligations and liabilities, including principal and interest, of
the Borrower and the Subsidiaries to the Senior Lenders under a Senior Credit
Facility now existing or hereafter arising, whether direct or indirect, secured
or unsecured, absolute or contingent, joint or several or joint and several, and
howsoever owned, held or acquired, whether through discount, purchase, direct
loan or as collateral or otherwise and all post-petition interest in a
bankruptcy or similar proceeding whether or not allowed, all on the following
terms and conditions:

     

    
      
        
        

      

      
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    (a) 
         The Holder will take no steps, whether by suit
or otherwise, to compel or enforce the collection of Subordinated Indebtedness,
nor will the Holder use Subordinated Indebtedness by way of counterclaim,
set-off, recoupment or otherwise so as to diminish, discharge or otherwise
satisfy in whole or in part any indebtedness or liability of the Holder to the
Borrower, whether now existing or hereafter arising and howsoever
evidenced.

     

    (b) 
         In the event of any distribution, dividend, or
application, partial or complete, voluntary or involuntary, by operation of law
or otherwise, of all or any part of the assets of the Borrower or of the
proceeds thereof to the creditors of the Borrower or upon any indebtedness of
the Borrower, occurring by reason of the liquidation, dissolution, or other
winding up of the Borrower, or by reason of any execution sale, or bankruptcy,
receivership, reorganization, arrangement, insolvency, liquidation or
foreclosure proceeding of or for the Borrower or involving its property, no
dividend, distribution or application shall be made, and the Holder shall not be
entitled to receive or retain any dividend, distribution, or application on or
in respect of principal of or interest on Subordinated Indebtedness, unless and
until all principal of and interest on Senior Indebtedness then outstanding
shall have been paid and satisfied in full, and in any such event any dividend,
distribution or application otherwise payable in respect of Subordinated
Indebtedness shall be paid and applied on Senior Indebtedness until such Senior
Indebtedness has been fully paid and satisfied.

     

    (c) 
         No Senior Lender need at any time give the
Holder notice of any kind of the creation or existence of any Senior
Indebtedness, nor of the amount or terms thereof, all such notice being hereby
expressly waived.  Also, the Senior Lenders may at any time from time to
time, without the consent of or notice to the Holder, without incurring
responsibility to the Holder, and without impairing or releasing the obligation
of the Holder under this Note (i) renew, refund or extend the maturity of, or
increase or decrease the amount of, any Senior Indebtedness, or any part
thereof, or otherwise revise, amend or alter the terms and conditions thereof,
(ii) sell, exchange, release or otherwise deal with any property by whomsoever
at any time pledged, mortgaged or otherwise hypothecated or subjected to a lien
to secure any Senior Indebtedness, and (iii) exercise or refrain from exercising
any rights against the Borrower, any Subsidiary and others, including the
Holder.

     

    (d) 
         The Holder will not sell, assign or otherwise
transfer any Subordinated Indebtedness, or any part thereof, except subject to
and in accordance with the terms of this Note and upon the agreement of the
transferee or assignee to abide by and be bound by the terms of this
Note.

     

    
      
        
        

      

      
        - 4
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    (e) 
         The Holder expressly subordinates all of the
Holder’s rights in the Collateral now or later securing the Subordinated
Indebtedness to all rights of the Senior Lenders, and any and all of their
successors and assigns, now or later existing in any of the same Collateral to
secure the Senior Indebtedness, and any and every lien or security interest with
respect to the Collateral in favor of or held for the benefit of the Senior
Lenders, and any and all of their successors and assigns, now have and shall
have priority over every lien and security interest that the Holder now has or
may hereafter acquire with respect to the Collateral, all notwithstanding any
statement or provision contained in the instruments evidencing the Subordinated
Indebtedness, or agreements with respect thereto or otherwise to the contrary
and irrespective of the time or order of filing or recording of financing
statements, deeds of trust, mortgages or other notices of Liens granted pursuant
thereto, and irrespective of anything contained in any filing or agreement to
which any part hereto or its respective successors and assigns may now or
hereafter be a party, and irrespective of the ordinary rules for determining
priorities under the Uniform Commercial Code of the State of Delaware or under
any other law governing the relative priorities of secured creditors.  The
Holder consents to the creation and continuance of all present and future Liens
of the Senior Lenders, and any and all of their successors and assigns, in the
Collateral to secure the Senior Indebtedness and to the enforcement of those
Liens, including the removal of the Collateral from the real property of the
Borrower.  This subordination as to the Collateral is intended to define
the rights and duties of the Senior Lenders, and any and all of their successors
and assigns, and the Holder; it is not intended that any third party shall
benefit from it.  If the effect of any provision of this Note would be to
give any third party a priority status to which that party would not otherwise
be entitled, that provision shall, to the extent necessary to avoid that
priority, be given no effect and the rights and priorities of the Senior
Lenders, and any and all of their successors and assigns, and the Holder shall
be determined in accordance with applicable law.

     

    (f) 
         If notwithstanding the provisions of this
Section 9, the
Holder shall receive any payment of principal or interest on Subordinated
Indebtedness which the Borrower or any Subsidiary is not entitled to make
pursuant to the terms hereof, whether or not the Holder has knowledge that the
Borrower or any Subsidiary is not entitled to make such payment, the Holder
shall promptly account for such payment and upon any Senior Lender’s demand pay
over such payment to the Senior Lender for application to the Senior
Indebtedness owing to the Senior Lenders.  No payment or any distribution
received by Senior Lenders in respect of Subordinated Indebtedness pursuant to
any of the terms hereof shall entitle the Holder to any right, whether by virtue
of subrogation or otherwise, in and to any Senior Indebtedness unless and until
all Senior Indebtedness owing to the Senior Lenders has been fully paid and
satisfied and the Senior Lenders obligations, if any, to extend credit to the
Borrower or any Subsidiary have expired or otherwise been
terminated.

     

    (g) 
         Holder further acknowledges and agrees, by
acceptance of this Note, that SunTrust Bank (“SunTrust Bank”) is an
intended third-party beneficiary of the provisions of this Section 9, and as
such SunTrust Bank shall be fully entitled to enforce the same.  In
addition, Holder, by acceptance of this Note, hereby appoints _____________ (the
“Holder’s
Representative”) as the representative of Holder to execute a separate
subordination agreement with SunTrust Bank on behalf of Holder in form and
substance acceptable to SunTrust Bank (the “Subordination
Agreement”), and agrees that Holder is appointed as agent and
attorney-in-fact for and on behalf of Holder, with full power of substitution
and with full power and authority to execute such Subordination Agreement on
behalf of Holder, and that such Subordination Agreement shall be binding upon
Holder and its successors as if expressly ratified and confirmed by
them.

     

    
      
        
        

      

      
        - 5
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    10. 
         Definitions.  Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
such terms in the Note Purchase Agreement.

     

    11.           Miscellaneous.  The
following general provisions apply:

     

    (a)           This
Note, and the obligations and rights of the Borrower and the Holder hereunder,
shall be binding upon and inure to the benefit of the Borrower, the Holder, and
their respective heirs, personal representatives, successors and
assigns.

     

    (b)           All
notices, requests, consents and demands hereunder shall be made in writing in
the manner described in the Note Purchase Agreement.

     

    (c)           Whenever
possible, each provision of this Note will be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Note
is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Note will be reformed, construed and enforced in such jurisdiction to
the greatest extent possible to carry out the intentions of the parties
hereto.

     

    (d)           This
Note shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of the State of Delaware.  Each
of the parties hereto hereby irrevocably consents to the (non-exclusive)
jurisdiction of the courts of the Commonwealth of Virginia and of any federal
court located therein in connection with any suit, action or other proceeding
arising out of or relating to this Note and waives any objection to venue in the
Commonwealth of Virginia.

     

    (e)           Recourse
under this Note shall be solely as provided in the Note Purchase Agreement and
the Loan Documents and in no event to the officers, directors or stockholders of
the Borrower.

     

    (g)           Reference
is hereby made to the Note Purchase Agreement that authorizes the holders of a
majority of the outstanding Note Indebtedness to take action on behalf of all
the holders of the Notes.

     

    Signature
on the following page

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned
on the day and in the year first written above.

     

    
      
        	
                SOUTHPEAK
      INTERACTIVE CORPORATION

              


      

    

    


    
      
        	
                 

              
	
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