Exhibit
4.2

     

    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 December 3, 2011.

    
    

     

    
      	Warrant No.
      VALLC-___ 	
               December 4,
      2008

            



    ______________________________________

     

    COMMON
STOCK WARRANT

    ___________________________

     

    THIS IS
TO CERTIFY THAT, for value received, ____________ or his 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”),
__________ 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 $1.50 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 (a) after
at least $40,000,000 in revenues (the “Revenue
Threshold”) are collected from the products listed on Exhibit A (the
“Products”)
hereto by Gone Off Deep, LLC, a Delaware limited liability company d/b/a
Gamecock Media Group, the Company and any affiliate of the Company or any
transferee of any such games (collectively, “Gamecock”),  and
(b) prior to 5:00 P.M. Washington, D.C. time on December 3, 2011 (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.           Transfer, Assignment or Loss
of Warrant.  Holder may not transfer or assign the Warrant, in
whole or in part, without the prior written consent of the
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.

     

    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 $1.50 per
share, the adjusted Exercise Price immediately after such event would be $0.75
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.

     

    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, Disposition of a Product.  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. In addition, in the event Gamecock transfers all or substantially
all of its interest in  or sublicenses the exploitation
of  any of the Products, an appropriate adjustment shall be made in
the Revenue Threshold to reflect such disposition of such Product (taking into
account the difference between revenues realized from the sale of a Product and
proceeds realized from an alternate disposition) .

     

    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.

     

    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:

    
    

     

    
      	
              X     =

            	Y    x    (A      –      B)
                    
              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.

     

    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

     

    _____________________

    _____________________

    Fax:     (___)
___-____

     

    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

               

               

            
	 	___________________________
	 	Terry Phillips,
      Chairman


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
A

     

    Gamecock Games Used in the
Calculation of Revenue for Section 1

     

    
      
        
          	
                  Game
      Title

                	
                  Applicable
      Platforms

                
	 
      	 
      
	
                  Legendary

                	
                  PC,
      Xbox 360 and PS3

                
	
                  Mushroom
      Men

                	
                  DS
      and Wii

                
	
                  Pirates
      Vs Ninja's Dodgeball

                	
                  Wii

                
	
                  Section
      8

                	
                  PC
      and Xbox 360

                
	
                  Dungeon
      Hero

                	
                  Xbox
      360, PC and PS3

                
	
                  American
      Pool Deluxe

                	
                  Wii

                
	
                  Velvet Assassin

                	
                  Xbox
      360 and PC

                


        

      

    

    


    


    


    


    “Xbox
360” refers to Microsoft’s Xbox 360® videogame and entertainment
system

    “PS3”
refers to Sony’s PLAYSTATION®3

    “DS”
refers to Nintendo’s DSTM

    “Wii”
refers to Nintendo’s Wii

    “PC”
refers to personal computers

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
OF MATERIAL DIFFERENCES TO EXHIBIT 4.2

    


    


     

    
      	HOLDER	NUMBER
      OF WARRANT SHARES
	 	 
	Harry A. Miller
      IV	
              20,000

            
	
               

            	 
	Michael S.
      Wilson	
              20,000

            
	 	 
	Eric D.
    Stults	
              10,000