EX-4.5






Exhibit 4.5




	 	 	 	 	 
	NUMBER

	 	(SEE REVERSE SIDE FOR LEGEND)
	 	WARRANTS
	 
	                    -

	 
	 	 	THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO	 	 
	 

	 	5:00 P.M. NEW YORK CITY TIME,                     , 2012	 	 






GABELLI ENTERTAINMENT & TELECOMMUNICATIONS ACQUISITION CORP.




CUSIP 3623XA 115




WARRANT




THIS CERTIFIES THAT, for value received



is the registered holder of a Warrant or Warrants expiring                     ,
2012 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
par value $.0001 per share (“Shares”), of Gabelli Entertainment &
Telecommunications Acquisition Corp., a Delaware corporation (the “Company”),
for each Warrant evidenced by this Warrant Certificate. The Warrant entitles
the holder thereof to purchase from the Company, commencing on the
later of the
Company’s completion of a merger, capital stock exchange, asset acquisition or
other similar business combination and ____________, 2009, such number of Shares of the Company at the
price of $7.50 per share, upon surrender of this Warrant Certificate and payment
of the Warrant Price at the office or agency of the Warrant Agent, American
Stock Transfer & Trust Company, but only subject to the conditions set forth
herein and in the Warrant Agreement between the Company and American Stock
Transfer & Trust Company (as may be amended from time to time, the “Warrant
Agreement”). The Company shall not be obligated to deliver any securities
pursuant to the exercise of a Warrant and shall have no obligation to settle a
Warrant exercise unless a registration statement under the Securities Act of
1933, as amended, (the “Act”) with respect to the Common Stock is effective. In
the event that a registration statement with respect to the Common Stock
underlying a Warrant is not effective under the Act, the holder of such Warrant
shall not be entitled to exercise such Warrant and such Warrant may have no
value and expire worthless. In no event will the Company be required to net cash
settle the warrant exercise. The Warrant Agreement provides that upon the
occurrence of certain events the Warrant Price and the number of Warrant Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased at
the time the Warrant is exercised.




     No fraction of a Share will be issued upon any exercise of a Warrant. If
the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Company shall, upon such exercise, round up or
down to the nearest whole number the number of Shares to be issued to such
holder.



     Upon any exercise of the Warrant for less than the total number of full
Shares provided for herein, there shall be issued to the registered holder
hereof or the registered holder’s assignee a new Warrant Certificate covering
the number of Shares for which the Warrant has not been exercised.



     Warrant Certificates, when surrendered at the office or agency of the
Warrant Agent by the registered holder hereof in person or by attorney duly
authorized in writing, may be exchanged in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants.



     Upon due presentment for registration of transfer of the Warrant
Certificate at the office or agency of the Warrant Agent, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee in
exchange for this Warrant Certificate, subject to the limitations provided in
the Warrant Agreement, without charge except for any applicable tax or other
governmental charge.



     The Company and the Warrant Agent may deem and treat the registered holder
as the absolute owner of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.



     This Warrant does not entitle the registered holder to any of the rights of
a stockholder of the Company.



     The Company reserves the right to redeem the Warrant at any time prior to
its exercise, with a notice of redemption in writing to the holders of record of
the Warrant, giving 30 days’ notice of such redemption at any time after the
Warrant becomes exercisable if the last sales price of the Shares has been at
least $13.25 per share (subject to adjustment as provided in the Warrant
Agreement) on each of 20 trading days within any 30 trading day period ending on
the third business day prior to the date on which notice of such redemption is
given. The redemption price of the Warrants is to be $.01 per Warrant. Any
Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of redemption shall
be canceled on the books of the Company and have no further value except for the
$.01 redemption price.



	 	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 	 
	 

	 	Secretary
	 	 
	 	Chairman of the Board
	 	 







 









 






SUBSCRIPTION FORM

To Be Executed by the Registered Holder in Order to Exercise Warrants



The undersigned Registered Holder irrevocably elects to exercise                      Warrants
represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon
the exercise of such Warrants, and requests that Certificates for such shares shall be issued in
the name of



 




(PLEASE TYPE OR PRINT NAME AND ADDRESS)




      




      




      



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)



and be delivered to 




(PLEASE PRINT OR TYPE NAME AND ADDRESS)



 

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated below:




	 	 	 	 	 	 	 	 
	Dated: 
	 	 	 	 	 	 	 	 
	 

	 

	 	 
	 	 

(SIGNATURE)
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 

(ADDRESS)
	 	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 

(TAX IDENTIFICATION NUMBER)
	 	 






ASSIGNMENT

To Be Executed by the Registered Holder in Order to Assign Warrants



For Value Received,                                          hereby sells, assigns, and transfes unto




      




(PLEASE TYPE OR PRINT NAME AND ADDRESS)




      




      




      



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)



and be delivered to 




(PLEASE PRINT OR TYPE NAME AND ADDRESS)



                                         of the Warrants represented by this Warrant Certificate, and 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:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

(SIGNATURE)
	 	 





The signature to the assignment of the Subscription Form must correspond to the name 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 Chicago Stock Exchange.