Unassociated Document


    Exhibit
      10.2

     

    THE
      SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (“1933 ACT”) OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY
      NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
      EXEMPTION THEREFROM UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS.

     

    2007-001

    WARRANT
      TO PURCHASE SHARES

    OF
      THE COMMON STOCK OF

    GLOBAL
      REALTY DEVELOPMENT CORP.

    (Void
      after Expiration Date – July [    ],
      2012)

    


    Warrant
      Number:

    Number
      of
      Shares of Common Stock:
      [           ]

    Issue
      Date: July [          ], 2007
      (“Issuance Date”)

    


    This
      certifies that [________________________] or its successors or assigns
      (“Holder”) shall be entitled to purchase from
GLOBAL REALTY DEVELOPMENT CORP., a Delaware corporation
      (“Company”), having its principal place of business at
      11555 Heron Bay Boulevard, Suite 200, Coral Springs, Florida 33076,
      [_____________________] [(_______)] fully paid and non-assessable shares of
      the
      Company’s common stock, par value $.001 per share (“Common
      Stock”), at a price per share equal to the Exercise Price (as
      defined below) (the “Warrant Shares”). Capitalized
      terms used herein and not otherwise defined shall have the respective meanings
      set forth in the related Note and Warrant Purchase Agreement (the
“Purchase Agreement”), 12% Senior Promissory Notes
      (individually, a “Note” and collectively, the
“Notes”), and the Registration
      Rights Agreement (the
“Registration Rights Agreement”), each entered into or
      issued in connection with this warrant
      (“Warrant”).

    


    This
      Warrant is being issued to the Holder in connection with up to a $6,000,000
      Loan
      evidenced by the Notes, which are due and payable one hundred and eighty (180)
      days (unless extended by the Company for up to an additional 180 days) from
      the
      date of issuance.  This Warrant is one of several which will be
      identical except for names and amounts.  An aggregate of up to
      18,000,000 Initial Warrants (as defined below) will be issued by the Company
      if
      the full $6,000,000 Loan is completed.  The Initial Warrants are being
      issued on the basis of three (3) warrants for every $1.00 of Notes issued by
      the
      Company (the “Initial Warrants”).  In
      addition to the Initial Warrants, each Offering Unit includes an additional
      warrant (the “Additional Warrant”) to purchase one (1)
      share of Common Stock for each Offering Unit.  The Additional Warrants
      are identical in all terms to the Initial Warrants (together, the
“Warrants”), except that the Additional Warrants are
      escrowed with an Escrow Agent and will be distributed to the Note Holders only
      upon an Event of Default or a Registration Failure.

     

    The
      initial exercise price (“Exercise Price”) of this
      Warrant will be equal to $0.45 per share, subject to adjustment upon the
      occurrence of the events described in Section 2 of this Warrant.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      Warrant shall be immediately exercisable into shares of Common Stock at any
      time, or from time-to-time, up to and including 5:00 p.m. (New York time) on
      July [   ], 2012 (“Expiration Date”);
      provided, however, if such date is not a Business Day, then on the Business
      Day
      immediately following such date.  This Warrant is exercisable in whole
      or in part upon the surrender to the Company at its principal place of business
      (or at such other location as the Company may advise the Holder in writing)
      of
      this Warrant properly endorsed with a form of exercise notice substantially
      the
      form attached hereto as Exhibit A (the
“Exercise
      Notice”) duly filled in and
      signed and, if applicable, upon payment in cash or by wire transfer of
      immediately available funds of an amount equal to the applicable Exercise Price
      multiplied by the number of Common Stock as to which this Warrant is being
      exercised (the “Aggregate Exercise
      Price”).

    


    1.  Exercise;
      Issuance of Certificates; Payment for Shares.

     

    
      	
              1.1  

            	
              General.  This
                Warrant is exercisable in full, or in part for 5,000 or more shares,
                in
                increments of 5,000 shares, except for the final exercise which may
                be for
                the remainder, at the option of the Holder of record at any time
                or from
                time, to time, up to the Expiration Date for all of the shares of
                Common
                Stock (but not for a fraction of a share) which may be purchased
                hereunder.  In the case of the exercise of less than all of the
                Warrant Shares represented hereby, the Company shall cancel this
                warrant
                certificate upon the surrender hereof and shall execute and deliver
                a new
                warrant certificate or warrant certificates of like tenor for the
                balance
                of such Warrant Shares. The Company
                agrees
                that the shares of Common Stock purchased under this Warrant shall
                be and
                are deemed to be issued to the Holder hereof as the record owner
                of such
                shares as of the close of business on the date on which the Exercise
                Notice is delivered to the Company via facsimile; provided, however,
                that
                in such case this Warrant shall be surrendered to the Company within
                three
                (3) Business Days.  Certificates for the shares of Common Stock
                so purchased, together with any other securities or property to which
                the
                Holder is entitled upon such exercise, shall be delivered to the
                Holder by
                the Company at the Company’s expense within a reasonable time after the
                rights represented by this Warrant have been so exercised, and in
                any
                event, within three (3) Business Days of such exercise and delivery
                of the
                Exercise Price. The Company shall, issue and deliver to the transfer
                agent
                for its Common Stock (the “Transfer Agent”)
                irrevocable instructions to issue and deliver or cause to be delivered
                to
                such Holder the number of Warrant Shares exercised.  Each Common
                Stock certificate so delivered shall be in such denominations of
                5,000 or
                more shares of Common Stock, in increments of 5,000, as may be requested
                by the Holder hereof and shall be registered on the Company’s books in the
                name designated by such Holder, provided that no Holder of this Warrant
                shall be permitted to exercise any warrants to the extent that such
                exercise would cause any Holder to be the beneficial owner of 5%
                or more
                of the then outstanding Company’s Common Stock, at that given
                time.  This limitation shall not be deemed to prevent any Holder
                from acquiring more than an aggregate of 5% of the Common Stock,
                so long
                as such Holder does not beneficially own, or have the right to
                beneficially own, 5% or more of the Company’s Common Stock at any given
                time.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              1.2  

            	
              Exercise
                for Cash

            


    

     

    This
      Warrant may be exercised, in whole at any time or in part from time to time,
      commencing on the date hereof and prior to 5:00 P.M., New York time, on
      July      [   ], 2012, by the
      Holder by the facsimile delivery of the Exercise Notice on the date of the
      exercise and by surrender of this Warrant within three (3) Business Days from
      the exercise day at the address set forth hereof, together with proper payment
      of the Aggregate Exercise Price payable hereunder for the Warrant Shares, or
      the
      proportionate part thereof if this Warrant is exercised in
      part.  Payment for the Warrant Shares shall be made in cash or by wire
      transfer of immediately available fund.  If this Warrant is exercised
      in part, this Warrant must be exercised for a number of whole shares of the
      Common Stock, and the Holder is entitled to receive a new Warrant covering
      the
      Warrant Shares which have not been exercised and setting forth the proportionate
      part of the Aggregate Exercise Price applicable to such Warrant
      Shares.  Upon such surrender of this Warrant the Company will (a)
      issue a certificate or certificates in the name of the Holder for the largest
      number of whole shares of the Common Stock to which the Holder shall be entitled
      and (b) deliver the other securities and properties receivable upon the exercise
      of this Warrant, or the proportionate part thereof if this Warrant is exercised
      in part, pursuant to the provisions of this Warrant.

    


    
      	
              1.3  

            	
              Cashless
                Exercise

            


    

     

    In
      the
      event the Holder’s Note issued together with this Warrant is not paid on or
      before Maturity Date, the Holder may pay the Exercise Price through a cashless
      exercise (a “Cashless Exercise”), as
      hereinafter provided.  The Holder may effect a Cashless Exercise in
      lieu of making payment of the Aggregate Exercise Price in cash or wire transfer
      and, elect instead to receive upon such exercise the “Net Number” of shares of
      Common Stock determined according to the following formula:

    


    X
      = Y x (A-B)/A

    
      	
               

            	
              where:

            


    

    


    
      	
               

            	
              X
                =
                the Net Number of Warrant Shares to be issued to the
                Holder;

            


    

    


    
      	
               

            	
              Y
                =
                the number of Warrant Shares with respect to which this Warrant is
                being
                exercised;

            


    

    


    
      	
               

            	
              A
                =
                the Market Price (as defined in the Section 2.4 below) as of the
                Exercise
                Date; and

            


    

    


    
      	
               

            	
              B
                =
                the Exercise Price.

            


    

    


    For
      purposes of Rule 144, it is intended and acknowledged that the Warrant Shares
      issued in a Cashless Exercise transaction shall be deemed to have been acquired
      by the Holder, and the holding period for the Warrant Shares required by Rule
      144 shall be deemed to have been commenced, on the Issuance Date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              1.4  

            	
              Shares
                to be Fully Paid; Reservation of
                Shares.  The Company covenants and
                agrees that all shares of Common Stock which may be issued upon the
                exercise of the rights represented by this Warrant will, upon issuance,
                be
                duly authorized, validly issued, fully paid and nonassessable and
                free
                from all preemptive rights of any shareholder and free of all taxes,
                liens
                and charges with respect to the issue thereof.  The Company
                further covenants and agrees that, during the period within which
                the
                rights represented by this Warrant may be exercised, the Company
                will at
                all times have authorized and reserved, for the purpose of issue
                or
                transfer upon exercise of the subscription rights evidenced by this
                Warrant, a sufficient number of shares of authorized but unissued
                Common
                Stock, when and as required to provide for the exercise of the rights
                represented by this Warrant.  The Company will take all such
                action as may be necessary to assure that such shares of Common Stock
                may
                be issued as provided herein without violation of any applicable
                law or
                regulation, or of any requirements of any domestic securities exchange
                upon which the Common Stock or other securities may be listed; provided,
                however, that the Company shall not be required to effect a registration
                under federal or state securities laws with respect to such exercise
                other
                than as required by Section 7.7 herein.  The Company will not
                take any action which would result in any adjustment of the Exercise
                Price
                if the total number of shares of Common Stock issuable after such
                action
                upon exercise of all outstanding warrants, together with all shares
                of
                Common Stock then outstanding and all shares of Common Stock then
                issuable
                upon exercise of all options and upon the conversion of all convertible
                securities then outstanding, would exceed the total number of shares
                of
                Common Stock or equity securities then authorized by the Company’s
                Certificate of Incorporation, as amended (“Company
                Charter”).

            


    

     

    
      	
              1.5  

            	
              Buy
                In. In addition to any other rights available to a Holder, if
                the
                Company fails to deliver to the Holder a certificate representing
                Warrant
                Shares by the third Trading Day after the date on which delivery
                of such
                certificate is required by this Warrant, and if after such third
                Trading
                Day the Holder purchases (in an open market transaction or otherwise)
                shares of Common Stock to deliver in satisfaction of a sale by the
                Holder
                on or after the Exercise Date of the Warrant Shares that the Holder
                anticipated receiving from the Company (a
                “Buy-In”), then the Company shall, within three
                Trading Days after the Holder’s request and in the Holder’s discretion,
                either (i) pay cash to the Holder in an amount equal to the Holder’s total
                purchase price (including brokerage commissions, if any) for the
                shares of
                Common Stock so purchased (the “Buy-In
                Price”), at which point the Company’s obligation to
                deliver such certificate (and to issue such Common Stock) shall terminate,
                or (ii) promptly honor its obligation to deliver to the Holder a
                certificate or certificates representing such Common Stock and pay
                cash to
                the Holder in an amount equal to the excess (if any) of the Buy-In
                Price
                over the product of (A) such number of shares of Common Stock, times
                (B)
                the closing price on the date of the event giving rise to the Company’s
                obligation to deliver such certificate.  Notwithstanding the
                foregoing, the Company shall have no liability under this subsection
                for
                the Buy-In Price if it has complied with the requirements of subsection
                1.1 above and notwithstanding it using its best efforts to have the
                Transfer Agent deliver the Warrant Shares to the Holders within three
                (3)
                trading days of the Holder’s request such Warrant Shares are not delivered
                on a timely basis.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.  Determination
      or Adjustment of Exercise Price and Number of Shares.  The
      Exercise Price and the number of shares purchasable upon the exercise of this
      Warrant shall be subject to adjustment from time to time upon the occurrence
      of
      certain events described in this Section 2.  Upon each adjustment of
      the Exercise Price, the Holder of this Warrant shall thereafter be entitled
      to
      purchase, at the Exercise Price resulting from such adjustment, the number
      of
      shares obtained by multiplying the Exercise Price in effect immediately prior
      to
      such adjustment by the number of shares purchasable pursuant hereto immediately
      prior to such adjustment, and dividing the product thereof by the Exercise
      Price
      resulting from such adjustment.

     

    
      	
              2.1  

            	
              Subdivision
                or Combination of Common Stock.  In case the Company
                shall at any time subdivide or reclassify its outstanding shares
                of Common
                Stock into a greater number of shares, the Exercise Price in effect
                immediately prior to such subdivision shall be proportionately reduced,
                and conversely, in case the outstanding shares of Common Stock of
                the
                Company shall be combined or reclassified into a smaller number of
                shares,
                the Exercise Price in effect immediately prior to such combination
                shall
                be proportionately increased.

            


    

     

    
      	
              2.2  

            	
              Dividends
                in Common Stock, Other Stock, Property,
                Reclassification.  If at any time or from time to time
                the holders of Common Stock (or any shares of stock or other securities
                at
                the time receivable upon the exercise of this Warrant) shall have
                received
                or become entitled to receive, without payment
                therefore:

            


    

     

    
      	
              2.2.1  

            	
              Stock,
                Common Stock or any shares of capital stock or other securities which
                are
                at any time directly or indirectly convertible into or exchangeable
                for
                Common Stock, or any rights or options to subscribe for, purchase
                or
                otherwise acquire any of the foregoing by way of dividend or other
                distribution,

            


    

     

    
      	
              2.2.2  

            	
              Any
                cash paid or payable otherwise than as a cash dividend,
                or

            


    

     

    
      	
              2.2.3  

            	
              Stock,
                Common Stock or additional capital stock or other securities or property
                (including cash) by way of spinoff, split-up, reclassification,
                combination of shares or similar corporate rearrangement, (other
                than
                shares of Common Stock issued as a stock split or adjustments in
                respect
                of which shall be covered by the terms of Section 2.1 above), then
                and in
                each such case, the Holder hereof shall, upon the exercise of this
                Warrant, be entitled to receive, in addition to the number of shares
                of
                Common Stock or other capital stock receivable thereupon, and without
                payment of any additional consideration therefore, the amount of
                stock and
                other securities and property (including cash in the cases referred
                to in
                clause (2.2.2) above and this clause (2.2.3)) which such Holder would
                hold
                on the date of such exercise had he been the holder of record of
                such
                Common Stock as of the date on which holders of Common Stock received
                or
                became entitled to receive such shares or all other additional stock
                and
                other securities and property.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              2.3  

            	
              Reorganization,
                Reclassification, Consolidation, Merger or
                Sale.

            


    

     

    
      	
              2.3.1  

            	
              If
                any recapitalization, reclassification or reorganization of the capital
                stock of the Company, or any consolidation or merger of the Company
                with
                another corporation, or the sale of all or substantially all of its
                assets
                or other transaction shall be effected in such a way that holders
                of
                Common Stock shall be entitled to receive stock, securities, or other
                assets or property (an “Organic Change”), then,
                as a condition of such Organic Change, lawful and adequate provisions
                shall be made by the Company whereby the Holder hereof shall thereafter
                have the right, upon exercise of this Warrant, to purchase and receive
                (in
                lieu of the shares of the Common Stock of the Company immediately
                theretofore purchasable and receivable upon the exercise of the rights
                represented by this Warrant) such shares of stock, securities or
                other
                assets or property as may be issued or payable with respect to or
                in
                exchange for a number of outstanding shares of such Common Stock
                equal to
                the number of shares of such stock immediately theretofore purchasable
                and
                receivable upon the exercise of the rights represented by this
                Warrant.  In the event of any Organic Change, appropriate
                provision shall be made by the Company with respect to the rights
                and
                interests of the Holder of this Warrant to the end that the provisions
                hereof (including, without limitation, provisions for adjustments
                of the
                Exercise Price and of the number of shares purchasable and receivable
                upon
                the exercise of this Warrant) shall thereafter be applicable, in
                relation
                to any shares of stock, securities or assets thereafter deliverable
                upon
                the exercise hereof. The Company will not effect any such consolidation,
                merger or sale unless, prior to the consummation thereof, the successor
                corporation (if other than the Company) resulting from such consolidation
                or the corporation purchasing such assets shall assume by written
                instrument executed and mailed or delivered to the Holder hereof
                at the
                last address of such Holder appearing on the books of the Company,
                the
                obligation to deliver to such Holder, upon Holder’s exercise of this
                Warrant and payment of the purchase price in accordance with the
                terms
                hereof, such shares of stock, securities or assets as, in accordance
                with
                the foregoing provisions, such Holder may be entitled to
                purchase.

            


    

     

    
      	
              2.3.2  

            	
              No
                adjustment of the Exercise Price, however, shall be made in an amount
                less
                than $.01 per share, but any such lesser adjustment shall be carried
                forward and shall be made at the time and together with the next
                subsequent adjustment which together with any adjustments so carried
                forward shall amount to $.01 per share or
                more.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              2.4  

            	Dilutive
              Issuances.


    

     

    (i)           Adjustment
      Upon Dilutive Issuance.  If, at any time prior to the Expiration
      Date, the Company issues or sells any shares of Common Stock or any equity
      or
      equity equivalent securities (including any equity, debt or other instrument
      that is at any time over the life thereof convertible into or exchangeable
      for
      Common Stock or other securities which are so convertible or exchangeable)
      (collectively, “Common Stock Equivalents”) for
      per share consideration less than the Exercise Price on the date of such
      issuance or sale, (a “Dilutive Issuance”) (if
      the holder of the Common Stock or Common Stock Equivalent so issued shall at
      any
      time, whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which is issued in connection with such
      issuance, be entitled to receive shares of Common Stock at a price per share
      which is less than the Exercise Price, such issuance shall be deemed to have
      occurred for less than the Exercise Price) then the Exercise Price shall be
      adjusted so as to equal the consideration received or receivable by the Company
      (on a per share basis) for the additional shares of Common Stock or Common
      Stock
      Equivalents so issued, sold or deemed issued or sold in such Dilutive Issuance
      (which, in the case of a deemed issuance or sale, shall be calculated in
      accordance with subparagraph (ii) below).  Such adjustment shall be
      made whenever such Common Stock or Common Stock Equivalents are
      issued.

     

    (ii)           Effect
      On Exercise Price Of Certain Events.  For purposes of determining
      the adjusted Exercise Price under subparagraph (i) of this Section 2.4, the
      following will be applicable:

     

               (A)           Issuance
      of Common Stock Equivalents.  If the Company issues or sells any
      Common Stock Equivalents, whether or not immediately convertible, exercisable
      or
      exchangeable, and the price per share for which Common Stock is issuable upon
      such conversion, exercise or exchange is less than the Exercise Price in effect
      on the date of issuance or sale of such Common Stock Equivalents, then the
      maximum total number of shares of Common Stock issuable upon the conversion,
      exercise or exchange of all such Common Stock Equivalents shall, as of the
      date
      of the issuance or sale of such Common Stock Equivalents, be deemed to be
      outstanding and to have been issued and sold by the Company for such price
      per
      share.

     

               (B)           Change
      in Conversion Rate.  If, following an adjustment to the Exercise
      Price upon the issuance of Common Stock Equivalents pursuant to a Dilutive
      Issuance, there is a change at any time in (y) the amount of additional
      consideration, if any, payable to the Company upon the conversion, exercise
      or
      exchange of any Common Stock Equivalents; or (z) the rate at which any Common
      Stock Equivalents are convertible into or exercisable or exchangeable for Common
      Stock (in each such case, other than under or by reason of provisions designed
      to protect against dilution), then in any such case, the Exercise Price in
      effect at the time of such change shall be readjusted to the Exercise Price
      which would have been in effect at such time had such Common Stock Equivalents
      still outstanding provided for such changed additional consideration or changed
      conversion, exercise or exchange rate, as the case may be, at the time initially
      issued or sold.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (C)           Calculation
      of Consideration Received.  If any Common Stock or Common Stock
      Equivalents are issued or sold for cash, the consideration received therefore
      will be the amount received by the Company therefore.  In case any
      Common Stock or Common Stock Equivalents are issued or sold for a consideration
      part or all of which shall be other than cash, including in the case of a
      strategic or similar arrangement in which the other entity will provide services
      to the Company, purchase services from the Company or otherwise provide
      intangible consideration to the Company, the amount of the consideration other
      than cash received by the Company (including the net present value of the
      consideration other than cash expected by the Company for the provided or
      purchased services) shall be the fair market value of such consideration, except
      where such consideration consists of publicly traded securities, in which case
      the amount of consideration received by the Company will be the Market Price
      thereof on the date of receipt. The term “Market
      Price” means, as of a particular date, the average of the high
      and low price of the Common Stock for the ten (10) consecutive Trading Days
      occurring immediately prior to (but not including) any given date, as reported
      in the Principal Market.  In case any Common Stock or Common Stock
      Equivalents are issued in connection with any merger or consolidation in which
      the Company is the surviving corporation, the amount of consideration therefore
      will be deemed to be the fair market value of such portion of the net assets
      and
      business of the non-surviving corporation as is attributable to such Common
      Stock or Common Stock Equivalents. The independent members of the Company’s
      Board of Directors shall calculate reasonably and in good faith, using standard
      commercial valuation methods appropriate for valuing such assets, the fair
      market value of any consideration other than cash or securities.

     

    (iii)           Exceptions
      To Adjustment Of Exercise Price.  Notwithstanding the foregoing,
      no adjustment to the Exercise Price shall be made pursuant to this Section
      2.4
      upon the issuance of any Excluded Securities (or deemed to have been issued
      by
      the Company in connection with any Excluded Securities).  For purposes
      hereof, “Excluded Securities” means (A) the the
      issuance and sale by the Company of up to 100,000,000 shares of common stock
      to
      Peter Voss or his affiliates (the “Voss Securities”);
      (B) securities issued as part of any acquisition by the Company of a business,
      real estate, license or intellectual property right or other asset (including
      without limitation, a Pachinko parlor business and related license rights and
      real estate), whether through an acquisition of stock or a merger of any
      business, assets or technologies; (C) shares of Common Stock issuable or issued
      or otherwise granted for services to the Company, or to employees, officers,
      directors, or consultants from time to time for bona fide services rendered
      to
      the Company either directly or upon the exercise of options, in such case
      granted or to be granted in the discretion of the Board of Directors, as
      approved by members of the Board, pursuant to one or more stock option plans
      or
      stock purchase plans in effect as of the Closing Date or subsequently
      approved by the members of the Board of Directors;, (D) up to one million
      dollars ($1,000,000) in shares issued to consultants or vendors; and (E) shares
      of Common Stock issuable or issued pursuant to an earn-out or performance
      related payment associated with any acquisition.

     

    (iv)           Adjustments;
      Additional Shares, Securities or Assets.  In the event that at any
      time, as a result of an adjustment made pursuant to this Section 2.4,
      each Holder shall, upon conversion of such Holder’s Warrants, become entitled to
      receive securities or assets (other than Common Stock) then, wherever
      appropriate, all references herein to shares of Common Stock shall be deemed
      to
      refer to and include such shares and/or other securities or assets; and
      thereafter the number of such shares and/or other securities or assets shall
      be
      subject to adjustment from time to time in a manner and upon terms as nearly
      equivalent as practicable to the provisions of this
Section  2.4.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.5            Certain
      Events. If any change in the outstanding Common Stock of the Company or
      any other event occurs as to which the other provisions of this Section 2 are
      not strictly applicable or if strictly applicable would not fairly protect
      the
      purchase rights of the Holder of the Warrant in accordance with such provisions,
      then the Board of Directors of the Company shall make an adjustment in the
      number and class of shares available under the Warrant, the Exercise Price
      or
      the application of such provisions, so as to protect such purchase rights as
      aforesaid.  The adjustment shall be such as will give the Holder of
      the Warrant upon exercise for the same aggregate Exercise Price the total
      number, and kind of shares as he would have owned had the Warrant been exercised
      prior to the event and had he continued to hold such shares until after the
      event requiring adjustment.

     

    
      	
               

            	
              2.6

            	
              Notices
                of Change.

            


    

     

    
      	
            	
              2.6.1

            	
              Upon
                any determination or adjustment in the number or class of shares
                subject
                to this Warrant and of the Exercise Price, the Company shall give
                written
                notice thereof to the Holder, setting forth in reasonable detail
                and
                certifying the calculation of such determination or
                adjustment.

            


    

     

    
      	
            	
              2.6.2

            	
              The
                Company shall give written notice to the Holder prior to the date
                on which
                the Company closes its books or takes a record for determining rights
                to
                receive any dividends or
                distributions.

            


    

     

    
      	
               

            	
              2.6.3

            	
              The
                Company shall also give written notice to the Holder prior to the
                date on
                which an Organic Change shall take
                place.

            


    

     

    3.  Issue
      Tax. The issuance of certificates for shares of
      Common Stock upon the exercise of the Warrant shall be made without charge
      to
      the Holder of the Warrant for any issue tax (other than any applicable income
      taxes) in respect thereof; provided, however, that the Company shall not be
      required to pay any tax which may be payable in respect of any transfer involved
      in the issuance and delivery of any certificate in a name other than that of
      the
      then Holder of the Warrant being exercised.

     

    4.  Closing
      of Books.  The Company will at no time close its transfer
      books against the transfer of any warrant or of any shares of stock issued
      or
      issuable upon the exercise of any warrant in any manner which interferes with
      the timely exercise of this Warrant.

     

    5.  No
      Voting or Dividend Rights; Limitation of Liability.  Nothing
      contained in this Warrant shall be construed as conferring upon the Holder
      hereof the right to vote as a shareholder of the Company.  No
      dividends or interest shall be payable or accrued in respect of this Warrant,
      the interest represented hereby, or the shares purchasable hereunder until,
      and
      only to the extent that, this Warrant shall have been exercised, subject to
      the
      Holder’s rights under Section 2 of this Warrant.  The Holder of this
      Warrant shall receive all notices as if a shareholder of the
      Company.  No provisions hereof, in the absence of affirmative action
      by the Holder to purchase shares of Common Stock, and no mere enumeration herein
      of the rights or privileges of the Holder hereof, shall give rise to any
      liability of such Holder for the Exercise Price or as a shareholder of the
      Company, whether such liability is asserted by the Company or by its
      creditors.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.  Rights
      and Obligations Survive Exercise of Warrant. The rights and obligations
      of the Company, of the Holder of this Warrant and of the holder of shares of
      Common Stock issued upon exercise of this Warrant, shall survive the exercise
      of
      this Warrant.

     

    7.  Further
      Representations, Warranties and Covenants of the Company.

     

    
      	
              7.1  

            	
              Charter
                and Bylaws.  The Company has made available to Holder
                true, complete and correct copies of the Company Charter and Bylaws,
                as
                amended, through the date hereof.

            


    

     

    
      	
              7.2  

            	
              Due
                Authority.  The execution and delivery by the Company
                of this Warrant and the performance of all obligations of the Company
                hereunder, including the issuance to Holder of the right to acquire
                the
                shares of Common Stock, have been duly authorized by all necessary
                corporate action on the part of the Company, and the Warrant is not
                inconsistent with the Company Charter or Bylaws and constitutes a
                legal,
                valid and binding agreement of the Company, enforceable in accordance
                with
                its terms.

            


    

     

    
      	
              7.3  

            	
              Consents
                and Approvals.  No consent or approval of, giving of
                notice to, registration with, or taking of any other action in respect
                of
                any state, federal or other governmental authority or agency is required
                with respect to the execution, delivery and performance by the Company
                of
                its obligations under this Warrant, except for any filing required
                by
                applicable federal and state securities laws, which filing will be
                effective by the time required
                thereby.

            


    

     

    
      	
              7.4  

            	
              Issued
                Securities.  All issued and outstanding shares of
                capital stock of the Company have been duly authorized and validly
                issued
                and are fully paid and nonassessable.  All outstanding shares of
                capital stock were issued in full compliance with all federal and
                state
                securities laws.

            


    

     

    
      	
              7.5  

            	
              Exempt
                Transaction.  Subject to the accuracy of the Holders
                representations in Section 8 hereof, the issuance of the Common Stock
                upon
                exercise of this Warrant will constitute a transaction exempt from
                (i) the
                registration requirements of Section 5 of the Securities Act of 1933,
                as
                amended (“1933 Act”), in reliance upon Section
                4(2) thereof, or upon the applicable exemption under Regulation D,
                and
                (ii) the qualification requirements of the applicable state securities
                laws.

            


    

     

    
      	
              7.6  

            	
              Compliance
                with Rule 144.  At the written request of the Holder,
                who proposes to sell Common Stock issuable upon the exercise of the
                Warrant in compliance with Rule 144 promulgated by the Securities
                and
                Exchange Commission, the Company shall furnish to the Holder, within
                five
                (5) days after receipt of such request, a written statement confirming
                the
                Company’s compliance with the filing requirements of the Securities and
                Exchange Commission as set forth in such Rule, as such Rule may be
                amended
                from time to time.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              7.7  

            	
              Registration.  The
                Company hereby grants to the Holder registration rights as set forth
                in
                the Registration Rights Agreement entered into between the Holder
                and the
                Company on the date hereof.

            


    

     

    
      	
              8.       
                

            	
              Representations
                and Covenants of the
                Holder.

            


    

     

    
      	
              8.1  

            	
              This
                Warrant has been entered into by the Company in reliance upon the
                following representations and covenants of the
                Holder:

            


    

     

    
      	
              8.1.1  

            	
              Investment
                Purpose.  The Warrant or the Common Stock issuable upon
                exercise of the Warrant will be acquired for investment and not with
                a
                view to the sale or distribution of any part thereof, and the Holder
                has
                no present intention of selling or engaging in any public distribution
                of
                the same except pursuant to a registration or
                exemption.

            


    

     

    
      	
              8.1.2  

            	
              Private
                Issue. The Holder understands (i) that the Warrant and the Common
                Stock issuable upon exercise of this Warrant are not registered under
                the
                1933 Act or qualified under applicable state securities laws on the
                ground
                that the issuance contemplated by this Warrant will be exempt from
                the
                registration and qualifications requirements thereof, and (ii) that
                the
                Company’s reliance on such exemption is predicated on the representations
                set forth in this Section 8.

            


    

     

    
      	
              8.1.3  

            	
              Disposition
                of Holders Rights.  In no event will the Holder make a
                disposition of the  Warrant or the Common Stock issuable upon
                exercise of the  Warrant unless and until (i) it shall have
                notified the Company of the proposed disposition, and (ii) if requested
                by
                the Company, it shall have furnished the Company with an opinion
                of
                counsel (which counsel may either be inside or outside counsel to
                the
                Holder) satisfactory to the Company and its counsel to the effect
                that (A)
                appropriate action necessary for compliance with the 1933 Act has
                been
                taken, or (B) an exemption from the registration requirements of
                the 1933
                Act is available.  Notwithstanding the foregoing, the
                restrictions imposed upon the transferability of any of its rights
                to
                acquire Common Stock issuable on the exercise of such rights do not
                apply
                to transfers from the beneficial owner of any of the aforementioned
                securities to its nominee or from such nominee to its beneficial
                owner,
                and shall terminate as to any particular share of stock when (1)
                such
                security shall have been effectively registered under the 1933 Act
                and
                sold by the Holder thereof in accordance with such registration or
                (2)
                such security shall have been sold without registration in compliance
                with
                Rule 144 under the 1933 Act, or (3) a letter shall have been issued
                to the
                Holder at its request by the staff of the Securities and Exchange
                Commission or a ruling shall have been issued to the Holder at its
                request
                by such Commission stating that no action shall be recommended by
                such
                staff or taken by such Commission, as the case may be, if such security
                is
                transferred without registration under the 1933 Act in accordance
                with the
                conditions set forth in such letter or ruling and such letter or
                ruling
                specifies that no subsequent restrictions on transfer are
                required.  Whenever the restrictions imposed hereunder shall
                terminate, as hereinabove provided, the Holder or holder of a share
                of
                stock then outstanding as to which such restrictions have terminated
                shall
                be entitled to receive from the Company, without expense to such
                Holder,
                one or more new certificates for the Warrant or for such shares of
                stock
                not bearing any restrictive legend.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              8.1.4  

            	
              Financial
                Risk.  The Holder has such knowledge and experience in
                financial and business matters as to be capable of evaluating the
                merits
                and risks of its investment, and has the ability to bear the economic
                risks of its investment.

            


    

     

    
      	
              8.1.5  

            	
              Risk
                of No Registration.  The Holder understands that if the
                Company does not file reports pursuant to Section 15(d) and/or Section
                12(g), of the Securities Exchange Act of 1934 (“1934
                Act”), or if a registration statement covering the
                securities under the 1933 Act is not in effect when it desires to
                sell (i)
                the Warrant, or (ii) the Common Stock issuable upon exercise of the
                Warrant, it may be required to hold such securities for an indefinite
                period.  The Holder also understands that any sale of the
                Warrant or the Common Stock issuable upon exercise of the Warrant
                which
                might be made by it in reliance upon Rule 144 under the 1933 Act
                may be
                made only in accordance with the terms and conditions of that
                Rule.

            


    

     

    
      	
              8.1.6  

            	
              Accredited
                Investor.   The Holder is an “accredited investor”
                within the meaning of Regulation D promulgated under the 1933
                Act.

            


    

     

    9.        Modification
      and Waiver.  This Warrant and any provision hereof may be
      changed, waived, discharged or terminated only by an instrument in writing
      signed by (a) the party against which enforcement of the same is sought or
      (b)
      the Company and the holders of at least a majority of the number of shares
      into
      which the Warrants are exercisable (without regard to any limitation contained
      herein on such exercise), it being understood that upon the satisfaction of
      the
      conditions described in (a) and (b) above, each Warrant (including
      any  Warrant held by the Holder who did not execute the agreement
      specified in (b) above) shall be deemed to incorporate any amendment,
      modification, change or waiver effected thereby as of the effective date
      thereof.  Notwithstanding the foregoing, no modification to this
      Section 9 will be effective against any Holder without his consent.

     

    10.      Transfer
      of this Warrant.  The Holder may sell, transfer, assign,
      pledge or otherwise dispose of this Warrant, in whole or in part, as long as
      such sale or other disposition is made pursuant to an effective registration
      statement or an exemption from the registration requirements of the 1933
      Act.  Upon such transfer or other disposition (other than a pledge),
      the Holder shall deliver this Warrant to the Company together with a written
      notice to the Company, substantially in the form of the Transfer Notice attached
      hereto as Exhibit B (the “Transfer Notice”),
      indicating the person or persons to whom this Warrant shall be transferred
      and,
      if less than all of this Warrant is transferred, the number of Warrant Shares
      to
      be covered by the part of this Warrant to be transferred to each such
      person.  Within five (5) Business Days of receiving a Transfer Notice
      and the original of this Warrant, the Company shall deliver to the each
      transferee designated by the Holder another Warrant(s) of like tenor and terms
      for the appropriate number of Warrant Shares and, if less than all this Warrant
      is transferred, shall deliver to the Holder another Warrant for the remaining
      number of Warrant Shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11.      Notices.  Any
      notice required or permitted hereunder shall be given in writing (unless
      otherwise specified herein) and shall be deemed effectively given upon (i)
      personal delivery, against written receipt thereof, (ii) delivery via facsimile
      or e-mail as set forth below (iii) two (2) Business Days after deposit with
      Federal Express or another nationally recognized overnight courier service,
      or
      (iv) five (5) Business Days after being forwarded, postage paid, via certified
      or registered mail, return receipt requested, addressed to each of the other
      parties thereunto entitled at the following addresses, or at such other
      addresses as a party may designate by ten (10) Business Days advance written
      notice.  The addresses for such communications shall be: (i) if to the
      Company, to: Global Realty Development Corp., 11555 Heron Bay Boulevard, Suite
      200, Coral Springs, Florida 33076; telecopier number: 954-603-0522, with a
      copy
      by fax only to: Richardson & Patel LLP, Murdock Plaza, 10900 Wilshire
      Boulevard, Suite 500, Los Angeles, California 90024, fax number: 310-208-1154,
      Attn: Addison Adams, and (ii) if to the Purchasers, to: the address and
      telecopier number indicated on the signature page to the Purchase
      Agreement.

     

    12.    
      Binding Effect on Successors; Benefit. As provided in Section
      2.3 above, this Warrant shall be binding upon any corporation succeeding the
      Company by merger, consolidation or acquisition of all or substantially all
      of
      the Company’s assets.  All of the obligations of the Company relating
      to the Common Stock issuable upon the exercise of this Warrant shall survive
      the
      exercise and termination of this Warrant.  All of the covenants and
      agreements of the Company shall inure to the benefit of the successors and
      assigns of the Holder hereof.  This Warrant shall be for the sole and
      exclusive benefit of the Holder and nothing in this Warrant shall be construed
      to confer upon any person other than the Holder any legal or equitable right,
      remedy or claim hereunder.

     

    13.      Descriptive
      Headings and Governing Law. The description headings of the several
      sections and paragraphs of this Warrant are inserted for convenience only and
      do
      not constitute a part of this Warrant.  This Warrant shall be
      construed and enforced in accordance with, and the rights of the parties shall
      be governed by the laws of the State of Florida.

     

    14.      Lost
      Warrants. The Company represents and warrants to the Holder hereof that
      upon receipt of evidence reasonably satisfactory to the Company of the loss,
      theft, destruction, or mutilation of this Warrant and, in the case of any such
      loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory
      to the Company, or in the case of any such mutilation upon surrender and
      cancellation of such Warrant, the Company, at its expense, will make and deliver
      a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or
      mutilated Warrant.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    15.      Fractional
      Shares.  No fractional shares shall be issued upon exercise
      of this Warrant.  The Company shall, in lieu of issuing any fractional
      share, pay the Holder entitled to such fraction a sum in cash equal to such
      fraction multiplied by the then effective Exercise Price.

     

    16.   
        Certain Definitions.

    


    (a)       “Trading
      Day” means any day on which the Common Stock are traded on the
      Principal Market, or, if the Principal Market is not the principal trading
      market for the Common Stock, then on the principal securities exchange or
      securities market on which the Common Stock are then traded; provided that
      “Trading Day” shall not include any day on which the
      Common Stock are scheduled to trade on such exchange or market for less than
      4.5
      hours or any day that the Common Stock are suspended from trading during the
      final hour of trading on such exchange or market (or if such exchange or market
      does not designate in advance the closing time of trading on such exchange
      or
      market, then during the hour ending at 4:00 p.m., New York Time).

    


    [Signature
      Page Follows]

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    In
      Witness Whereof, the Company has caused this Warrant to be duly
      executed by its officers, thereunto duly authorized this [__ ]th day of
      July
      2007.

     

    
      	 	
              Global
                Realty Development Corp.

            	 
	 	
              a
                Delaware corporation

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 	 
	 	 	Name:   Robert
              D. Kohn	 
	 	 	Title:     President
              and CEO	 
	 	 	
               Address:

               Global
                Realty Development Corp.

               11555
                Heron Bay Boulevard, Suite 200

               Coral
                Springs, Florida 33076

            	 
	 	 	 	 
	 	 	
               Phone:
                (954) 509-9830

               Fax:     (954)
                603-0522

               E-mail:  rkohn@grdcorporation.com

            	 


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    EXHIBIT
      A TO WARRANT

    EXERCISE
      NOTICE

    


    TO
      BE EXECUTED

    BY
      THE REGISTERED HOLDER TO EXERCISE THIS WARRANT OF

    GLOBAL
      REALTY DEVELOPMENT CORP.

    


    The
      undersigned holder hereby exercises the right to purchase ______________ of
      the
      shares of Common Stock (“Warrant Shares”) of Global Realty Development
      Corp. (the “Company”), evidenced by the attached Warrant (the
“Warrant”).  Capitalized terms used herein and not otherwise
      defined shall have the respective meanings set forth in the
      Warrant.

    


    Specify
      Method of exercise by check mark:

    


    1.  ___   Cash
      Exercise

     

     
       (a)           Payment
      of Warrant Exercise Price. The holder shall pay the Aggregate Exercise Price
      of $______________ to the Company in accordance with the terms of the
      Warrant.

     

     
 (b)           Delivery
      of Warrant Shares.  The Company shall deliver to the holder
________     _
      (           ) Warrant
      Shares in accordance with the terms of the Warrant.

    


    2.  ___   Cashless
      Exercise

    


       (a)           Payment
      of Warrant Exercise Price.  In lieu of making payment of the
      Aggregate Exercise Price, the holder elects to receive upon such exercise the
      Net Number of shares of Common Stock determined in accordance with the terms
      of
      the Warrant.

    


                                   (b)           Delivery
      of Warrant Shares.  The Company shall deliver to the holder
_________     (            )
Warrant Shares in accordance with the terms of the Warrant.

    


    Date:
      _______________ __, ______

    


    [Name
      of
      Registered Holder]

    


    By:

    


    Name:

    


    Title:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    EXHIBIT
      B TO WARRANT

    TRANSFER
      NOTICE

    


    TO
      BE EXECUTED

    BY
      THE REGISTERED HOLDER TO TRANSFER THIS WARRANT OF

    GLOBAL
      REALTY DEVELOPMENT CORP.

    


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

    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

    


    ______________________________________

    


    ______________________________________

    


    ______________________________________

    [please
      print or type name and address]

    


    a
      warrant
      to purchase ____________ shares of the capital stock of Global Realty
      Development Corp. represented by warrant certificate no. _____, standing in
      the
      name of the undersigned on the books of said corporation.  The
      undersigned hereby irrevocably constitutes and appoints
      _________________________________________ Attorney to transfer this warrant
      certificate on the books of the Company, with full power of substitution in
      the
      premises.

    


    


    Dated:          __________________                                                            x__________________

              
        Signature Guaranteed

    By:                __________________

    


    Name:           __________________

    


    Title:             __________________

    


    THE
      SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
      NAME
      AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
      WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
      GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
      AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
      MIDWEST STOCK EXCHANGE.