Specimen Warrant Agreement



 Exhibit 4.4 
 [FORM OF WARRANT CERTIFICATE] 
 EXERCISABLE ONLY IF COUNTERSIGNED BY THE
WARRANT 
 AGENT AS PROVIDED HEREIN. 
 Warrant Certificate Evidencing Warrants to Purchase 
 Common Stock, par value of
$0.0001 per share, as described herein. 
 Game Trading Technologies, Inc. 

 

			
	No. ___________	  	[CUSIP_________]

  

	
	 VOID AFTER 5:00 P.M., NEW
YORK TIME,
 ON _______ __, 2016



This certifies that ________________________ or registered assigns is the registered holder of _____________________ warrants to purchase
certain securities (each a “Warrant”). Each Warrant entitles the holder thereof, subject to the provisions contained herein and in the Warrant Agreement (as defined below), to purchase from Game Trading Technologies, Inc., a
Delaware corporation (the “Company”), [            ] shares (collectively, the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of
the Company (“Common Stock”), at the Exercise Price set forth below. The price per share at which each Warrant Share may be purchased at the time each Warrant is exercised (the “Exercise Price”) is $____ initially,
subject to adjustments as set forth in the Warrant Agreement (as defined below). 
 Capitalized terms used but not defined
herein shall have the meaning ascribed to them in the Warrant Agreement. 
 Subject to the terms of the Warrant Agreement, each
Warrant evidenced hereby may be exercised in whole but not in part at any time, as specified herein, on any Business Day (as defined below) occurring during the period (the “Exercise Period”) commencing on ________, 2011 and
terminating on the earlier to occur of 5:00 P.M., New York City time, on _______ __, 2016; provided that if, during the period in which the Warrants are exercisable, (a) a registration statement under the Securities Act of 1933, as amended
(a “Registration Statement”), relating to the Warrant Shares is not effective, or a prospectus relating to the Warrant Shares is not available for use, the expiration date for the Warrants will be extended by the number of days during
which such a Registration Statement was not effective or such prospectus was not available for use (the date on which the Exercise Period terminates, the “Expiration Date”). Each Warrant remaining unexercised after 5:00 P.M., New
York City time, on the Expiration Date shall become void, and all rights of the holder of this Warrant Certificate evidencing such Warrant shall cease. 
 The holder of the Warrants represented by this Warrant Certificate may exercise any Warrant evidenced hereby by delivering, not later than 5:00 P.M., New York time, on any Business Day during the
Exercise Period (the “Exercise Date”) to Island Stock Transfer (the “Warrant Agent”, which term includes any successor warrant agent under the Warrant Agreement described below) at its corporate trust department at
100 2nd Avenue South, Suite








 
705S, St. Petersburg, FL 33701, (i) this Warrant Certificate or, in the case of a Book-Entry Warrant Certificate (as defined in the Warrant Agreement), the Warrants to be exercised (the
“Book-Entry Warrants”) free on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the
Depository, (ii) an election to purchase (“Election to Purchase”), properly executed by the holder hereof on the reverse of this Warrant Certificate or properly executed by the institution in whose account the Warrant is
recorded on the records of the Depository (the “Participant”), and substantially in the form included on the reverse of this Warrant Certificate and (iii) the Exercise Price for each Warrant to be exercised in lawful money of
the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. 
 As
used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law or executive order to remain closed. 

Warrants may be exercised only in whole numbers of Warrants. No fractional Warrant Shares are to be issued upon the exercise of this
Warrant, but rather the number of Warrant Shares to be issued shall be rounded up or down, as applicable, to the nearest whole number. If fewer than all of the Warrants evidenced by this Warrant Certificate are exercised, a new Warrant Certificate
for the number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 of the Warrant Agreement, and delivered to the registered holder of this Warrant Certificate at
the address specified on the books of the Warrant Agent or as otherwise specified by such registered holder. 
 This Warrant
Certificate is issued under and in accordance with the Warrant Agreement, dated as of _______ __, 2011 (the “Warrant Agreement”), between the Company and the Warrant Agent and is subject to the terms and provisions contained in
the Warrant Agreement, to all of which terms and provisions the holder of this Warrant Certificate and the beneficial owners of the Warrants represented by this Warrant Certificate consent by acceptance hereof. Copies of the Warrant Agreement are on
file and can be inspected at the above-mentioned office of the Warrant Agent and at the office of the Company at 10957 McCormick Road, Hunt Valley, MD 21031. 
 The Company shall provide to the registered holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend),
because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
(C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend
Event occurs after the registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the registered holder to be given within five
(5) days of receipt of notice of the Restrictive Legend Event, rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by registered holder for such shares upon such rescission. 

  
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 (ii) If a Restrictive Legend Event has occurred and no exemption from the registration
requirements is available, this Warrant shall not be exercisable. The Company shall not be required to make any cash payments or net cash settlement to the registered holder in lieu of issuance of the Warrant Shares. The Company shall give prompt
written notice to the registered holder of any cessation of a Restrictive Legend Event (the “Re-Effectiveness Notice”). The Expiration Date of the Warrant shall be extended for a period of five (5) days following receipt by the
registered holder of the Re-Effectiveness Notice. 
 The Exercise Price and the number of Warrant Shares purchasable upon the
exercise of each Warrant shall be subject to adjustment as provided pursuant to Section 4 of the Warrant Agreement. 
 Upon
due presentment for registration of transfer or exchange of this Warrant Certificate at the stock transfer division of the Warrant Agent, the Company shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 5
of the Warrant Agreement, in the name of the designated transferee one or more new Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants, subject to the limitations provided in the
Warrant Agreement. 
 Neither this Warrant Certificate nor the Warrants evidenced hereby entitles the registered holder thereof
to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the
meetings of shareholders or the election of directors of the Company or any other matter. 
 The Warrant Agreement and this
Warrant Certificate may be amended as provided in the Warrant Agreement including, under certain circumstances described therein, without the consent of the holder of this Warrant Certificate or the Warrants evidenced thereby. 

THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD
REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 
 This Warrant Certificate shall not be entitled to
any benefit under the Warrant Agreement or be valid or obligatory for any purpose, and no Warrant evidenced hereby may be exercised, unless this Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 Dated as of ________ __, 2011 
  

			
	GAME TRADING TECHNOLOGIES, INC.
		
	By:	 	 
	Name:
	Title:


  

			
	Island Stock Transfer,
	as Warrant Agent
		
	By:	 	 
	Name:
	Title:


  
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 [REVERSE] 
 Instructions for Exercise of Warrant 
 To exercise the Warrants evidenced
hereby, the holder or Participant must, by 5:00 P.M., New York time, on the specified Exercise Date, deliver to the Warrant Agent at its stock transfer division, a certified or official bank check or a bank wire transfer in immediately
available funds, in each case payable to the Warrant Agent at Account No. ____, in an amount equal to the Exercise Price in full for the Warrants exercised. In addition, the Warrant holder or Participant must provide the information required
below and deliver this Warrant Certificate to the Warrant Agent at the address set forth below and the Book-Entry Warrants to the Warrant Agent in its account with the Depository designated for such purpose. The Warrant Certificate and this Election
to Purchase must be received by the Warrant Agent by 5:00 P.M., New York time, on the specified Exercise Date. 

ELECTION TO PURCHASE 
 TO BE EXECUTED IF WARRANT HOLDER DESIRES 
 TO EXERCISE THE WARRANTS
EVIDENCED HEREBY 
 The undersigned hereby irrevocably elects to exercise, on __________, ____ (the
“Exercise Date”), _____________ Warrants, evidenced by this Warrant Certificate, to purchase, _________________ shares (the “Warrant Shares”) of Common Stock, par value of $0.0001 per share (the “Common
Stock”) of Game Trading Technologies, Inc., a Delaware corporation (the “Company”), and represents that on or before the Exercise Date such holder has tendered payment for such Warrant Shares by certified or official bank
check or bank wire transfer in immediately available funds to the order of the Company c/o Island Stock Transfer, 100
2nd Avenue South, Suite 705S, St. Petersburg, FL 33701, in
the amount of $_____________ in accordance with the terms hereof. The undersigned requests that said number of Warrant Shares be in fully registered form, registered in such names and delivered, all as specified in accordance with the instructions
set forth below. 
 If said number of Warrant Shares is less than all of the Warrant Shares purchasable hereunder, the
undersigned requests that a new Warrant Certificate evidencing the remaining balance of the Warrants evidenced hereby be issued and delivered to the holder of the Warrant Certificate unless otherwise specified in the instructions below. 

Dated: ______________ __, ____ 
 Name __________________________ 
 (Please Print) 

/  /  /  / - /  /  / - /  /  /  /  /

 (Insert Social Security or Other Identifying Number of Holder) 

Address ________________________ 
 ________________________ 

  
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 Signature _______________________ 

This Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations: 

By hand at: 
 By mail at: 
 The method of delivery of this Warrant Certificate is at the option and risk of the
exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In
all cases, sufficient time should be allowed to assure timely delivery. 
 (Instructions as to form and delivery of Warrant Shares and/or Warrant
Certificates) 
  

			
	 Name in which Warrant Shares

are to be registered if other than
 in the name
of the registered holder
 of this Warrant Certificate:
	  	______________________________
		
	 Address to which Warrant Shares

are to be mailed if other than to the
 address of
the registered holder of
 this Warrant Certificate as shown on
 the books of the Warrant Agent:
	  	______________________________
		  	(Street Address)
		
		  	______________________________
		  	(City and State) (Zip Code)
		
	 Name in which Warrant Certificate
 evidencing unexercised Warrants, if any,
 are to be registered if other than in the

name of the registered holder of this
 Warrant
Certificate:
	  	______________________________

  

  
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	 Address to which certificate representing unexercised Warrants, if any, are to be

mailed if other than to the address of
 the
registered holder of this Warrant
 Certificate as shown on the books of
 the Warrant Agent:
	  	______________________________
		  	(Street Address)
		
		  	______________________________
		  	(City and State) (Zip Code)
		
		  	Dated:
		
		  	______________________________
		  	Signature
		
		  	Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing
unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be
guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).
		
	SIGNATURE GUARANTEE	  	
		
	Name of Firm ________________________	  	
	Address _____________________________	  	
	 Area Code

    and Number ________________________
	  	
	Authorized     Signature__________________________	  	
	Name ______________________________	  	
	Title _______________________________	  	
	Dated: ________________________, 200__	  	

  

  
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 ASSIGNMENT 
 (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER 
 DESIRES TO TRANSFER WARRANTS
EVIDENCED HEREBY) 
 FOR VALUE RECEIVED, _________________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO ____________
_________________________________________________________________________________________________________ 
  

			
	 ____________________________________________
 (Please print name and address
 including zip code of assignee)
	  	 ____________________________________________
 (Please insert social security or
 other identifying number of
assignee)


  
 the rights represented by the within Warrant
Certificate and does hereby irrevocably constitute and appoint ____________ Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. 

			
		
		  	Dated:
		
		  	______________________________
		  	Signature
		
		  	(Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible
Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).
		
	SIGNATURE GUARANTEE	  	
		
	Name of Firm ________________________	  	
	Address _____________________________	  	
	 Area Code

    and Number ________________________
	  	
	Authorized     Signature__________________________	  	
	Name ______________________________	  	
	Title _______________________________	  	
	Dated: ________________________, 200__	  	


  
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