Exhibit 4.2


 


	RIGHTS CERTIFICATE #:	 	NUMBER OF RIGHTS: 


 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH
IN THE COMPANY’S PROSPECTUS DATED ______________, 2014 (AS THE SAME MAY BE AMENDED, THE “PROSPECTUS”)
AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS AND BASE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM MORROW &
CO. LLC, THE INFORMATION AGENT.


 


ENTERTAINMENT GAMING ASIA INC. 


(Incorporated under the laws of the State
of Nevada) 


Non-transferable SUBSCRIPTION RIGHTS
CERTIFICATE 


 


Evidencing non-transferable Subscription Rights, each to Purchase
Shares of Common Stock of Entertainment Gaming Asia Inc.


 


Subscription Price: $0.54 per Share


 


THE SUBSCRIPTION RIGHTS IS EXPECTED TO EXPIRE IF NOT EXERCISED
ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON __________, 2014, SUBJECT TO EXTENSION OR EARLIER TERMINATION. THIS CERTIFIES THAT


 


the registered owner whose name is inscribed hereon and is the
owner of the number of subscription rights (“Rights”) set forth above. Each Right entitles the holder thereof
to subscribe for and purchase (the “Basic Subscription Right”) one share of common stock, par value of $0.001
per share, (“Common Stock”), of Entertainment Gaming Asia Inc., a Nevada corporation, at a subscription price
of $0.54 per Share (the “Subscription Price”), pursuant to a rights offering (the “Rights Offering”),
on the terms and subject to the conditions set forth in the Prospectus. Holders who fully exercise their Basic Subscription Rights
are entitled to subscribe for additional shares of Common Stock that remain unsubscribed for as a result of any unexercised Basic
Subscription Rights pursuant to the terms and conditions of the Rights Offering, distributed proportionately among stockholders
who exercised their over subscription rights, as described in the Prospectus (the “Oversubscription Right”).
The Rights represented by this Subscription Rights Certificate may be exercised by completing the appropriate forms on the reverse
side hereof and by returning the full payment of the subscription price for each share of Common Stock. If the subscriber attempts
to exercise its Oversubscription Right and the Company is unable to issue the subscriber the full amount of shares of Common Stock
requested, the Subscription Agent will return to the subscriber any excess funds submitted as soon as practicable following the
termination of the Rights Offering, without interest or deduction.


 


This Subscription Rights Certificate is not valid unless countersigned
by Continental Stock Transfer & Trust Company, the subscription agent.


 


WITNESS the seal of Entertainment Gaming Asia Inc. and the signatures
of its duly authorized officers.


 


COUNTERSIGNED AND REGISTERED:


	 	 
	Clarence Chung, Chief Executive Officer 	Andy Tsui, Chief Accounting Officer 





	 	By: 	 
	 	 	 CONTINENTAL STOCK TRANSFER & TRUST COMPANY


  


FORM ELECTION TO PURCHASE 


 


PLEASE PRINT ALL INFORMATION CLEARLY
AND LEGIBLY. 


 


The registered holder of this Rights Certificate
is entitled to exercise the number of Rights shown in the upper right hand corner of the Subscription Rights Certificate and may
subscribe for additional shares of Common Stock upon the terms and conditions specified in the Prospectus. The undersigned hereby
notified the Subscription Agent of its irrevocable election to subscribe for shares of Common Stock in the following amounts: To
subscribe for shares of Common Stock pursuant to your Basic Subscription Right, please complete lines (a) and (c) below. To subscribe
for shares pursuant to your Oversubscription Right, please also complete line (b).


 






    	 



    	 



    

 


(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT


 






	 	 	NUMBER OF SHARES OF 
 COMMON STOCK	 	 	SUBSCRIPTION
 RATIO	 	SUBSCRIPTION
 PRICE	 	 	PAYMENT	 
	Basic Subscription Right	 	 	X	 	 	.92278 x	 	$	0.54	   =	 	$		 








 


(b) EXERCISE OF OVERSUBSCRIPTION RIGHT: If you have exercised
your Basic Subscription Right in full and wish to subscribe for additional Shares pursuant to your Oversubscription Right


 






	 	 	NUMBER OF SHARES OF 
 COMMON STOCK	 	 	SUBSCRIPTION

 RATIO	 	SUBSCRIPTION 

PRICE	 	 	PAYMENT	 
	Oversubscription Right	 	 	X	 	 	.92278 x	 	$	0.54	   =	 	$		 








 


(c) TOTAL AMOUNT OF PAYMENT ENCLOSED $


 


        The undersigned acknowledges receipt of the Prospectus, dated
______________, 2014, in connection with the Rights Offering and agrees to its terms.


Signature(s) of Subscriber(s)


 


IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR,
WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS RIGHTS CERTIFICATE.


 


If signature is by trustee(s), executor(s), administrator(s),
guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity,
please provide the following information (please print). See the instructions.


Name(s):


 


Capacity (Full Title):


	METHOD OF PAYMENT (CHECK ONE):	 	 ̈	 	Cashier’s or Certified Check Drawn on a U.S. Bank
	 	 	 
	 	 	 ̈	 	Wire transfer of immediately available funds directly to the account maintained by Continental Stock Transfer & Trust Company, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at _________________________, Continental Stock Transfer FBO Entertainment Gaming Asia Inc., with reference to the rights holder’s name
	 	 	 
	 	 	 ̈	 	U.S. Postal Money Order


 


DELIVERY TO DIFFERENT ADDRESS: If you wish for the Common
Stock underlying your subscription rights, a certificate representing unexercised subscription rights to be delivered to an address
different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign and
have your signature guaranteed





	SIGNATURE GUARANTEED: 	 	 	 	Signature(s):	 	 


 


IMPORTANT: The signature(s) should be guaranteed by an
eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved
signature guarantee medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. FOR INSTRUCTIONS
ON THE USE OF ENTERTAINMENT GAMING ASIA INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT MORROW & CO., LLC THE INFORMATION AGENT,
BY TELEPHONE (shareholders may call (800) 662-2500 and banks and brokerage firms may call (203) 658-9400) OR BY EMAIL (egt.info@morrowco.com).