Unassociated Document


     

    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO
THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE
COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR
ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.

     

    GAME
TRADING TECHNOLOGIES, INC.

     

    Unit
Purchase Option To Purchase

     

    Series
A Convertible Preferred Stock and Warrants

     

    Unit
Purchase Option No.:

    Number of
Units:_____________

    Number of
Preferred Shares:_____________

    Number of
Warrant Shares:_____________

    Date of
Issuance: February 25, 2010 (“Issuance Date”)

     

    Game
Trading Technologies, Inc., a Delaware corporation (the “Company”), hereby certifies
that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, ___________, the registered holder hereof or its
permitted assigns (the “Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon exercise of this Unit Purchase
Option to _______1
units (“Units”) of the
Company, each Unit consisting of (i) one share of Series A Preferred Stock (the
“Preferred Shares”),
which Preferred Shares shall be convertible into the Company’s common stock, par
value $0.0001 per share (“Common Stock”) and (ii)
Warrants (“Warrants”) to
purchase one fully paid and nonassessable share of Common Stock (the “Warrant Shares”), at any time
or times on or after the Issuance Date, but not after 11:59 p.m., New York time,
on the Initial Expiration Date (as defined below).  Except as
otherwise defined herein, capitalized terms in this Unit Purchase Option shall
have the meanings set forth in Section 16. Each Warrant underlying this Unit
Purchase Option is the same as the warrants issued pursuant to Section 1 of that
certain Securities Purchase Agreement, dated as of February __, 2010, by and
among the Company and the investors (the “Buyers”) referred to therein
(the “Securities Purchase
Agreement”).

     

     

     

     

     

    
      

    

    
      1 Insert
number of Units equal to 50% of Units Purchased by such Buyer in the
SPA.

       

      
        
           

        

        
          
          

          
            

          

        

        
           

        

         

      

    

    1.    EXERCISE OF
UNIT PURCHASE OPTION.

     

    (a)           Mechanics of
Exercise. Subject
to the terms and conditions hereof, this Unit Purchase Option may be exercised
by the Holder on any day on or after the Issuance Date, in whole or in part, by
(i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the
Holder’s election to exercise this Unit Purchase Option and payment to the
Company of an amount equal to the then-applicable Exercise Price multiplied by
the number of Units as to which this Unit Purchase Option is being exercised
(the “Aggregate Exercise
Price”) in cash or wire transfer of immediately available
funds.  The Holder shall not be required to deliver the original of
this Unit Purchase Option in order to effect an exercise hereunder. Execution
and delivery of the Exercise Notice with respect to less than all of the Units
shall have the same effect as cancellation of the original of this Unit Purchase
Option and issuance of a new Unit Purchase Option evidencing the right to
purchase the remaining number of Units. Execution and delivery of the Exercise
Notice for all of the Units shall have the same effect as cancellation of the
original of this Unit Purchase Option after delivery of the Units in accordance
with the terms hereof. On or before the third (3rd)
Trading Day following the date (the “Share Delivery Date”) on which
the Company has received each of the Exercise Notice and the Aggregate Exercise
Price (the “Exercise Delivery
Documents”), the Company shall issue and deliver to the Holder or, at
Holder’s instruction pursuant to the Exercise Notice, Holder’s agent or
designee, in each case, sent by reputable overnight courier to the address as
specified in the Exercise Notice, a certificate, registered in the Company’s
share register in the name of the Holder or its designee (as indicated in the
Exercise Notice), for the number of Preferred Shares and Warrants underlying
this Unit Purchase Option to which the Holder is entitled pursuant to such
exercise.  Upon delivery of the Exercise Delivery Documents, the
Holder shall be deemed for all corporate purposes to have become the holder of
record of the Units with respect to which this Unit Purchase Option has been
exercised, irrespective of the date of delivery of the certificates evidencing
such Preferred Shares and Warrants receivable upon exercise of this Unit
Purchase Option.  If this Unit Purchase Option is submitted in
connection with any exercise pursuant to this Section 1(a) and the number of
Units represented by this Unit Purchase Option submitted for exercise is greater
than the number of Units being acquired upon an exercise, then the Company shall
as soon as practicable and in no event later than three (3) Business Days after
any exercise and at its own expense, issue and deliver to the Holder (or its
designee) a new Unit Purchase Option (in accordance with Section 7(d))
representing the right to purchase the number of Units purchasable immediately
prior to such exercise under this Unit Purchase Option, less the number of Units
with respect to which this Unit Purchase Option is exercised.  No
fractional Units are to be issued upon the exercise of this Unit Purchase
Option, but rather the number of Units. The Company shall pay any and all taxes
which may be payable with respect to the issuance and delivery of Units upon
exercise of this Unit Purchase Option.

     

    (b)           Exercise
Price.  For
purposes of this Unit Purchase Option, “Exercise Price” means $2.00,
subject to adjustment as provided herein.

     

    (c)           [Reserved].

     

    (d)           Disputes.  In
the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the number of Units to be issued pursuant to the terms
hereof, the Company
shall promptly issue to the Holder the number of Units that are not disputed and
resolve such dispute in accordance with Section 13.

     

    
      
         

      

      
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    (e)           Insufficient Authorized
Shares. The
Company shall at all times keep reserved for issuance under this Unit Purchase
Option a number of (i) Preferred Shares and (ii) shares of Common Stock as shall
be necessary to satisfy the Company’s obligation to issue shares of Common Stock
underlying the Preferred Shares and Warrants (without regard to any limitation
otherwise contained herein with respect to the number of shares of Common Stock
that may be acquirable upon conversion of the Preferred Shares or exercise of
the Warrants). If, notwithstanding the foregoing, and not in limitation thereof,
at any time while any of the Unit Purchase Option remain outstanding the Company
does not have a sufficient number of authorized and unreserved Preferred Shares
or shares of Common Stock to satisfy its obligation to reserve for issuance upon
conversion of the Preferred Shares or exercise of the Warrants at least a number
of shares of Common Stock equal to the number of shares of Common Stock as shall
from time to time be necessary to effect the conversion of all of the Preferred
Shares and exercise of all of the Warrants then outstanding (the “Required Reserve Amount”) (an
“Authorized Share
Failure”), then the Company shall immediately take all action necessary
to increase the Company’s authorized shares of Common Stock to an amount
sufficient to allow the Company to reserve the Required Reserve Amount for all
the Unit Purchase Options then outstanding.

     

    2.           ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF UNITS.  The Exercise Price
and number of Units issuable upon exercise of this Unit Purchase Option are
subject to adjustment from time to time as set forth in this Section 2 until the
earlier of (i) the exercise in full of this Unit Purchase Option or (ii) the
Expiration Date.

     

    (a)           Stock Dividends and
Splits.  If
the Company, at any time on or after the date of the Securities Purchase
Agreement, (i) pays a stock dividend on one or more classes of its then
outstanding shares of Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii)
subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its then outstanding shares of Common Stock into a larger
number of shares or (iii) combines (by combination, reverse stock split or
otherwise) one or more classes of its then outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares
of Common Stock outstanding immediately before such event and of which the
denominator shall be the number of shares of Common Stock outstanding
immediately after such event.  Any adjustment made pursuant to clause
(i) of this paragraph shall become effective immediately after the record date
for the determination of stockholders entitled to receive such dividend or
distribution, and any adjustment pursuant to clause (ii) or (iii) of this
paragraph shall become effective immediately after the effective date of such
subdivision or combination. If any event requiring an adjustment under this
paragraph occurs during the period that an Exercise Price is calculated
hereunder, then the calculation of such Exercise Price shall be adjusted
appropriately to reflect such event.

     

    (b)           Adjustment Upon Issuance of
Shares of Common Stock. If and
whenever on or after the date of the Securities Purchase Agreement, the Company
issues or sells, or in accordance with this Section 2 is deemed to have issued
or sold, any shares of Common Stock (including
the issuance or sale of shares of Common Stock owned or held by or for the
account of the Company, but excluding any Excluded Securities (as defined in the
Securities Purchase Agreement)), for a consideration per share (the “New Issuance Price”) less than
a price (the “Applicable
Price”) equal to the Preferred Conversion Price in effect immediately
prior to such issue or sale or deemed issuance or sale (the foregoing, a “Dilutive Issuance”), then,
the Exercise Price then in effect shall be reduced to an amount equal to the New
Issuance Price.

     

    
      
         

      

      
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    For
purposes of determining the adjusted Exercise Price under this Section 2(b), the
following shall be applicable:

     

    (i)           Issuance of
Options.  If the Company in any manner grants or sells any
Options and the lowest price per share for which one share of Common Stock is
issuable upon the exercise of any such Option or upon conversion, exercise or
exchange of any Convertible Securities issuable upon exercise of any such Option
is less than the Applicable Price, then such share of Common Stock shall be
deemed to be outstanding and to have been issued and sold by the Company at the
time of the granting or sale of such Option for such price per share. For
purposes of this Section 2(b)(i), the “lowest price per share for which one
share of Common Stock is issuable upon the exercise of any such Options or upon
conversion, exercise or exchange of any Convertible Securities issuable upon
exercise of any such Option” shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to any
one share of Common Stock upon the granting or sale of the Option, upon exercise
of the Option and upon conversion, exercise or exchange of any Convertible
Security issuable upon exercise of such Option. Except as contemplated below, no
further adjustment of the Exercise Price shall be made upon the actual issuance
of such shares of Common Stock or of such Convertible Securities upon the
exercise of such Options or upon the actual issuance of such shares of Common
Stock upon conversion, exercise or exchange of such Convertible
Securities.

     

    (ii)           Issuance of Convertible
Securities.  If the Company in any manner issues or sells any
Convertible Securities and the lowest price per share for which one share of
Common Stock is issuable upon the conversion, exercise or exchange thereof is
less than the Applicable Price, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold by the Company at the time of
the issuance or sale of such Convertible Securities for such price per
share.  For the purposes of this Section 2(b)(ii), the “lowest price
per share for which one share of Common Stock is issuable upon the conversion,
exercise or exchange thereof” shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to one
share of Common Stock upon the issuance or sale of the Convertible Security and
upon conversion, exercise or exchange of such Convertible Security. Except as
contemplated below, no further adjustment of the Exercise Price shall be made
upon the actual issuance of such shares of Common Stock upon conversion,
exercise or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for
which adjustment of this Unit Purchase Option has been or is to be made pursuant
to other provisions of this Section 2(b), except as contemplated below, no
further adjustment of the Exercise Price shall be made by reason of such issue
or sale.

     

    
      
         

      

      
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    (iii)           Change in Option Price or
Rate of Conversion. If the purchase or exercise price provided for in any
Options, the additional consideration, if any, payable upon the issue,
conversion, exercise or exchange of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exercisable or
exchangeable for shares of Common Stock increases or decreases at any time, the
Exercise Price in effect at the time of such increase or decrease shall be
adjusted to the Exercise Price which would have been in effect at such time had
such Options or Convertible Securities provided for such increased or decreased
purchase price, additional consideration or increased or decreased conversion
rate, as the case may be, at the time initially granted, issued or sold. For
purposes of this Section 2(b)(iii), if the terms of any Option or Convertible
Security that was outstanding as of the date of issuance of this Unit Purchase
Option are increased or decreased in the manner described in the immediately
preceding sentence, then such Option or Convertible Security and the shares of
Common Stock deemed issuable upon exercise, conversion or exchange thereof shall
be deemed to have been issued as of the date of such increase or decrease. No
adjustment pursuant to this Section 2(b) shall be made if such adjustment would
result in an increase of the Exercise Price then in effect.

     

    (iv)           Calculation of Consideration
Received. In case any Option is issued in connection with the issue or
sale of other securities of the Company, together comprising one integrated
transaction in which no specific consideration is allocated to such Options by
the parties thereto, the Options will be deemed to have been issued for a
consideration of $0.01.  If any shares of Common Stock, Options or
Convertible Securities are issued or sold or deemed to have been issued or sold
for cash, the consideration received therefor will be deemed to be the net
amount received by the Company therefor. If any shares of Common Stock, Options
or Convertible Securities are issued or sold for a consideration other than
cash, the amount of such consideration received by the Company will be the fair
value of such consideration, except where such consideration consists of
publicly traded securities, in which case the amount of consideration received
by the Company for such securities will be the average VWAP of such security for
the five (5) Trading Day period immediately preceding the date of receipt. If
any shares of Common Stock, Options or Convertible Securities are issued to the
owners of the non-surviving entity in connection with any merger in which the
Company is the surviving entity, the amount of consideration therefor will be
deemed to be the fair value of such portion of the net assets and business of
the non-surviving entity as is attributable to such shares of Common Stock,
Options or Convertible Securities, as the case may be. The fair value of any
consideration other than cash or publicly traded securities will be determined
jointly by the Company and the Holder. If such parties are unable to reach
agreement within ten (10) days after the occurrence of an event requiring
valuation (the “Valuation
Event”), the fair value of such consideration will be determined within
five (5) Trading Days after the tenth (10th) day
following such Valuation Event by an independent, reputable appraiser jointly
selected by the Company and the Holder. The determination of such appraiser
shall be final and binding upon all parties absent manifest error and the fees
and expenses of such appraiser shall be borne by the Company.

     

    (v)           Record Date. If the
Company takes a record of the holders of shares of Common Stock for the purpose
of entitling them (A) to receive a dividend or other distribution payable
in shares of Common Stock, Options or in Convertible Securities or (B) to
subscribe for or purchase shares of Common Stock, Options or Convertible
Securities, then such record date will be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase (as the case may
be).

     

    
      
         

      

      
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    (c)           Number of
Units.
Simultaneously with any adjustment to the Exercise Price pursuant to paragraphs
(a) or (b) of this Section 2, the number of Units that may be purchased upon
exercise of this Unit Purchase Option shall be increased or decreased
proportionately, so that after such adjustment the aggregate Exercise Price
payable hereunder for the adjusted number of Units shall be the same as the
aggregate Exercise Price in effect immediately prior to such adjustment (without
regard to any limitations on exercise contained herein).

     

    (d)           Adjustment upon Incomplete
Exercise of Outstanding Unit Purchase Options.  This
Unit Purchase Option is one of a series of unit purchase options being issued in
connection with the transactions contemplated by the Securities Purchase
Agreement.  If, within five (5) Business Days prior to the Expiration
Date (the “Initial Expiration
Date”), the Company shall not have received Exercise Delivery Documents
from the holders for the exercise of all of the Units underlying all of the unit
purchase options delivered pursuant to the Securities Purchase Agreement then,
the Company shall deliver to each holder that has fully exercised its Unit
Purchase Option (an “Exercising
Holder”) a written notice within one (1) Business Day following the
Initial Expiration Date offering each Exercising Holder an additional unit
purchase option to purchase all or any part of the balance of any such
unexercised for Units.  To exercise such additional Unit Purchase
Option, each Exercising Holder shall deliver additional Exercise Delivery
Documents prior to the Expiration Date. If there are two or more Exercising
Holders that deliver additional Exercise Delivery Documents for an aggregate
number of Units in excess of the number available, the remaining Units available
for purchase shall be allocated to such Exercising Holders pro rata based on the
number of Units such Exercising Holders have elected to purchase.  The
Company shall notify all of the Exercising Holders of the amount of Units each
shall be entitled to purchase within one (1) Business Day of the Expiration
Date.

     

    (e)           Other
Events. In the
event that the Company (or any direct or indirect subsidiary thereof) shall
take any action to which the provisions hereof are not strictly applicable, or,
if applicable, would not operate to protect the Holder from dilution or if any
event occurs of the type contemplated by the provisions of this Section 2 but
not expressly provided for by such provisions (including, without limitation,
the granting of stock appreciation rights, phantom stock rights or other rights
with equity features), then the Company’s Board of Directors shall in good faith
determine and implement an appropriate adjustment in the Exercise Price and the
number of Units (if applicable) so as to protect the rights of the Holder; provided that no such
adjustment pursuant to this Section 2(e) will increase the Exercise Price or
decrease the number of Units as otherwise determined pursuant to this Section 2,
provided further that if the
Holder does not accept such adjustments as appropriately protecting its
interests hereunder against such dilution, then the Company’s Board of Directors
and the Holder shall agree, in good faith, upon an independent investment bank
of nationally recognized standing to make such appropriate adjustments, whose
determination shall be final and binding and whose fees and expenses shall be
borne by the Company.

     

    
      
         

      

      
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    (f)           Calculations. All
calculations under this Section 2 shall be made to the nearest cent or the
nearest 1/100th of a
share, as applicable. The number of shares of Common Stock outstanding at any
given time shall not include shares owned or held by or for the account of the
Company, and the disposition of any such shares shall be considered an issue or
sale of Common Stock.

     

    3.           RIGHTS UPON DISTRIBUTION OF
ASSETS. If prior to the earlier of (i) the exercise in full of this Unit
Purchase Option or (ii) the Expiration Date, the Company shall declare or make
any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of shares of Common Stock or Preferred Shares, by way of
return of capital or otherwise (including, without limitation, any distribution
of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or
other similar transaction) (a “Distribution”), at any time
after the issuance of this Unit Purchase Option, then, in each such case, the
Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the
number of shares of Common Stock acquirable upon complete exercise of this Unit
Purchase Option, the complete conversion of the Preferred Shares and the
complete exercise of the Warrants underlying this Unit Purchase Option,
immediately before the date on which a record is taken for such Distribution,
or, if no such record is taken, the date as of which the record holders of
shares of Common Stock are to be determined for the participation in such
Distribution (provided, however, that to the
extent that the Holder’s right to participate in any such Distributions would
result in the Holder exceeding the Maximum Percentage (as defined in the
certificate of designation for the Preferred Shares), then the Holder shall not
be entitled to participate in such Distribution to such extent (or the
beneficial ownership of any such shares of Common Stock as a result of such
Distribution to such extent) and such Distribution to such extent shall be held
in abeyance for the benefit of the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Maximum Percentage (as
defined in the certificate of designation for the Preferred
Shares)).

     

    
      	
              4.

            	
              PURCHASE RIGHTS;
      FUNDAMENTAL TRANSACTIONS.

            


    

     

    (a)           Purchase
Rights.  In
addition to any adjustments pursuant to Section 2 above, if at any time the
Company grants, issues or sells any Options, Convertible Securities or rights to
purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the
Holder will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which the Holder could have acquired if
the Holder had held the number of shares of Common Stock acquirable upon
complete exercise of this Unit Purchase Option, the complete conversion of the
Preferred Shares and the complete exercise of the Warrants underlying this Unit
Purchase Option immediately before the date on which a record is taken for the
grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the
extent that the Holder’s right to participate in any such Purchase Right would
result in the Holder exceeding the Maximum Percentage (as defined in the
certificate of designation for the Preferred Shares), then the Holder shall not
be entitled to participate in such Purchase Right to such extent (or beneficial
ownership of such shares of Common Stock as a result of such Purchase Right to
such extent) and such Purchase Right to such
extent shall be held in abeyance for the Holder until such time, if ever, as its
right thereto would not result in the Holder exceeding the Maximum Percentage
(as defined in the certificate of designation for the Preferred
Shares)).

     

    
      
         

      

      
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    (b)           Fundamental
Transactions.  Upon
the occurrence of any Fundamental Transaction, the Successor Entity shall
succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Unit Purchase Option and the
other Transaction Documents referring to the “Company” shall refer instead to
the Successor Entity), and may exercise every right and power of the Company and
shall assume all of the obligations of the Company under this Unit Purchase
Option and the other Transaction Documents with the same effect as if such
Successor Entity had been named as the Company herein. Upon consummation of the
Fundamental Transaction, the Successor Entity shall deliver to the Holder
confirmation that there shall be issued upon exercise of this Unit Purchase
Option at any time after the consummation of the Fundamental Transaction, in
lieu of the shares of the Common Stock (or other securities, cash, assets or
other property (except such items still issuable under Sections 3 and 4(a)
above, which shall continue to be receivable thereafter)) issuable upon the
exercise of this Unit Purchase Option prior to such Fundamental Transaction,
such shares of the publicly traded Common Stock (or its equivalent) of the
Successor Entity (including its Parent Entity) which the Holder would have been
entitled to receive upon the happening of such Fundamental Transaction had this
Unit Purchase Option been exercised immediately prior to such Fundamental
Transaction (without regard to any limitations on the exercise of this Unit
Purchase Option), as adjusted in accordance with the provisions of this Unit
Purchase Option. In addition to and not in substitution for any other rights
hereunder, prior to the consummation of any Fundamental Transaction pursuant to
which holders of shares of Common Stock are entitled to receive securities or
other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company
shall make appropriate provision to insure that the Holder will thereafter have
the right to receive upon an exercise of this Unit Purchase Option at any time
after the consummation of the Fundamental Transaction but prior to the
Expiration Date, in lieu of the Units (or other securities, cash, assets or
other property (except such items still issuable under Sections 3 and 4(a)
above, which shall continue to be receivable thereafter)) issuable upon the
exercise of the Unit Purchase Option prior to such Fundamental Transaction, such
shares of stock, securities, cash, assets or any other property whatsoever
(including warrants or other purchase or subscription rights) which the Holder
would have been entitled to receive upon the happening of such Fundamental
Transaction had the Unit Purchase Option been exercised immediately prior to
such Fundamental Transaction (without regard to any limitations on the exercise
of this Unit Purchase Option). The provisions of this Section 4 shall apply
similarly and equally to successive Fundamental Transactions and Corporate
Events and shall be applied as if this Unit Purchase Option (and any such
subsequent warrants) were fully exercisable and without regard to any
limitations on the exercise of this Unit Purchase Option (provided that the
Holder shall continue to be entitled to the benefit of the Maximum Percentage,
applied however with respect to shares of capital stock registered under the
Exchange Act and thereafter receivable upon exercise of this Unit Purchase
Option (or any such other warrant)).

     

    (c)           Black Scholes
Value.
Notwithstanding the foregoing and the provisions of Section 4(b) above, in the
event of a Fundamental Transaction, if the Holder has not exercised this Unit
Purchase Option in full prior to the consummation of such Fundamental
Transaction, at the
request of the Holder delivered before the ninetieth (90th) day
after the consummation of such Fundamental Transaction, the Company or the
Successor Entity (as the case may be) shall purchase this Unit Purchase Option
from the Holder by paying to the Holder cash in an amount equal to the Black
Scholes Value of the remaining unexercised portion of this Unit Purchase Option
on the date of the consummation of such Fundamental Transaction.

     

    
      
         

      

      
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    5.           NONCIRCUMVENTION. The
Company hereby covenants and agrees that the Company will not, by amendment of
its Certificate of Incorporation, Bylaws or through any reorganization, transfer
of assets, consolidation, merger, scheme of arrangement, dissolution, issue or
sale of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Unit Purchase Option, and
will at all times in good faith carry out all the provisions of this Unit
Purchase Option and take all action as may be required to protect the rights of
the Holder.  Without limiting the generality of the foregoing, the
Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of the Warrant receivable upon exercise of this
Unit Purchase Option above the Exercise Price then in effect, (ii) shall
not increase the par value of any shares of Common Stock receivable upon the
conversion of the Preferred Shares receivable upon exercise of this Unit
Purchase Option above the Exercise Price then in effect, (iii) shall take
all such actions as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of Preferred
Shares upon exercise of this Unit Purchase Option, (iv) shall take all such
actions as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock upon the
complete conversion of the Preferred Shares and complete exercise of the
Warrants receivable upon exercise of this Unit Purchase Option, and (v) shall,
so long as any of the Unit Purchase Options are outstanding, take all action
necessary to reserve and keep available out of its authorized and unissued
Preferred Shares and shares of Common Stock, solely for the purpose of effecting
the exercise of the Unit Purchase Options (and the complete conversion of the
Preferred Shares and complete exercise of the Warrants receivable upon exercise
of this Unit Purchase Option), the maximum number of Preferred Shares and shares
of Common Stock as shall from time to time be necessary to effect the exercise
of the Unit Purchase Options then outstanding, the complete conversion of the
Preferred Shares and the complete exercise of the Warrants receivable upon
exercise of this Unit Purchase Option (without regard to any limitations on
exercise).

     

    6.           UNIT PURCHASE OPTION HOLDER
NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided
herein, the Holder, solely in such Person’s capacity as a holder of this Unit
Purchase Option, shall not be entitled to vote or receive dividends or be deemed
the holder of share capital of the Company for any purpose, nor shall anything
contained in this Unit Purchase Option be construed to confer upon the Holder,
solely in such Person’s capacity as the Holder of this Unit Purchase Option, any
of the rights of a stockholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any reorganization, issue of
stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance to the Holder of the Units which
such Person is then entitled to receive upon the due exercise of this Unit
Purchase Option.  In addition, nothing contained in this Unit Purchase
Option shall be construed as imposing any liabilities on the Holder to purchase
any securities (upon exercise of this Unit Purchase Option or otherwise) or as a
stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section
6, the Company shall provide the Holder with copies of the same notices and
other information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.

     

    
      
         

      

      
        - 9
-

        
          

        

      

      
         

      

    

     

    7.           REISSUANCE OF UNIT PURCHASE
OPTIONS.

     

    (a)           Transfer of Unit Purchase
Option. If this
Unit Purchase Option is to be transferred, the Holder shall surrender this Unit
Purchase Option to the Company, whereupon the Company will forthwith issue and
deliver upon the order of the Holder a new Unit Purchase Option (in accordance
with Section 7(d)), registered as the Holder may request, representing the right
to purchase the number of Units being transferred by the Holder and, if less
than the total number of Units then underlying this Unit Purchase Option is
being transferred, a new Unit Purchase Option (in accordance with Section 7(d))
to the Holder representing the right to purchase the number of Units not being
transferred.

     

    (b)           Lost, Stolen or Mutilated
Unit Purchase Option. Upon
receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Unit Purchase Option (as to which
a written certification and the indemnification contemplated below shall suffice
as such evidence), and, in the case of loss, theft or destruction, of any
indemnification undertaking by the Holder to the Company in customary and
reasonable form and, in the case of mutilation, upon surrender and cancellation
of this Unit Purchase Option, the Company shall execute and deliver to the
Holder a new Unit Purchase Option (in accordance with Section 7(d)) representing
the right to purchase the Units then underlying this Unit Purchase
Option.

     

    (c)           Exchangeable for Multiple
Unit Purchase Options. This
Unit Purchase Option is exchangeable, upon the surrender hereof by the Holder at
the principal office of the Company, for a new Unit Purchase Option or Unit
Purchase Options (in accordance with Section 7(d)) representing in the aggregate
the right to purchase the number of Units then underlying this Unit Purchase
Option, and each such new Unit Purchase Option will represent the right to
purchase such portion of such Units as is designated by the Holder at the time
of such surrender; provided, however, that no unit
purchase options for fractional Units shall be given.

     

    (d)           Issuance of New Unit
Purchase Options.
Whenever the Company is required to issue a new Unit Purchase Option pursuant to
the terms of this Unit Purchase Option, such new Unit Purchase Option (i) shall
be of like tenor with this Unit Purchase Option, (ii) shall represent, as
indicated on the face of such new Unit Purchase Option, the right to purchase
the Units then underlying this Unit Purchase Option (or in the case of a new
Unit Purchase Option being issued pursuant to Section 7(a) or Section 7(c), the
Units designated by the Holder which, when added to the number of shares of
Common Stock underlying the other new Unit Purchase Options issued in connection
with such issuance, does not exceed the number of Units then underlying this
Unit Purchase Option), (iii) shall have an issuance date, as indicated on the
face of such new Unit Purchase Option which is the same as the Issuance Date,
and (iv) shall have the same rights and conditions as this Unit Purchase
Option.

     

    
      
         

      

      
        - 10
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    8.           NOTICES.  Whenever
notice is required to be given under this Unit Purchase Option, unless otherwise
provided herein, such notice shall be given in accordance with Section 9(f) of
the
Securities Purchase Agreement. The Company shall provide the Holder with prompt
written notice of all actions taken pursuant to this Unit Purchase Option,
including in reasonable detail a description of such action and the reason
therefore. Without limiting the generality of the foregoing, the Company will
give written notice to the Holder (i) immediately upon each adjustment of the
Exercise Price and the number of Units, setting forth in reasonable detail, and
certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15)
days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the shares of Common
Stock, (B) with respect to any grants, issuances or sales of any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property to holders of shares of Common Stock or (C) for determining
rights to vote with respect to any Fundamental Transaction, dissolution or
liquidation, provided in each case that such information shall be made known to
the public prior to or in conjunction with such notice being provided to the
Holder and (iii) at least ten (10) Trading Days prior to the consummation of any
Fundamental Transaction.  To the extent that any notice provided
hereunder constitutes, or contains, material, non-public information regarding
the Company or any of its subsidiaries, the Company shall simultaneously file
such notice with the SEC (as defined in the Securities Purchase Agreement)
pursuant to a Current Report on Form 8-K.

     

    9.           AMENDMENT AND
WAIVER.  Except as otherwise provided herein, the provisions of
this Unit Purchase Option may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Company has obtained the written consent of the Holder. The
Holder shall be entitled, at its option, to the benefit of any amendment of any
other similar warrant issued either under the Securities Purchase Agreement or
any other similar warrant. No waiver shall be effective unless it is in writing
and signed by an authorized representative of the waiving party.

     

    10.           SEVERABILITY.  If
any provision of this Unit Purchase Option or the application thereof becomes or
is declared by a court of competent jurisdiction to be illegal, void or
unenforceable, the remainder of the terms of this Unit Purchase Option will
continue in full force and effect.

     

    11.           GOVERNING LAW. This
Unit Purchase Option shall be governed by and construed and enforced in
accor­dance with, and all questions concerning the construction, validity,
interpretation and performance of this Unit Purchase Option shall be governed
by, the internal laws of the State of New York, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of New York.

     

    12.           CONSTRUCTION;
HEADINGS. This Unit Purchase Option shall be deemed to be jointly drafted
by the Company and the Holder and shall not be construed against any Person as
the drafter hereof.  The headings of this Unit Purchase Option are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Unit Purchase Option.

     

    13.           DISPUTE RESOLUTION.
In the case of a dispute as to the determination of the Exercise Price or fair
market value or the arithmetic calculation of the Units, the Company or the
Holder (as the case may be) shall submit the disputed determinations or
arithmetic calculations (as the case may be) via facsimile within two (2)
Business Days of receipt of the applicable notice giving
rise to such dispute to the Company or the Holder (as the case may be). If the
Holder and the Company are unable to agree upon such determination or
calculation of the Exercise Price or fair market value or the number of Units
(as the case may be) within three (3) Business Days of such disputed
determination or arithmetic calculation being submitted to the Company or the
Holder (as the case may be), then the Company shall, within two (2) Business
Days submit via facsimile (a) the disputed determination of the Exercise Price
or fair market value to an independent, reputable investment bank selected by
the Company and approved by the Holder or (b) the disputed arithmetic
calculation of the Units to the Company’s independent, outside accountant. The
Company shall cause at its expense the investment bank or the accountant (as the
case may be) to perform the determinations or calculations (as the case may be)
and notify the Company and the Holder of the results no later than ten (10)
Business Days from the time it receives such disputed determinations or
calculations (as the case may be). Such investment bank’s or accountant’s
determination or calculation (as the case may be) shall be binding upon all
parties absent demonstrable error.

     

    
      
         

      

      
        - 11
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    14.           REMEDIES, OTHER OBLIGATIONS,
BREACHES AND INJUNCTIVE RELIEF.  The remedies provided in this
Unit Purchase Option shall be cumulative and in addition to all other remedies
available under this Unit Purchase Option and the other Transaction Documents,
at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder to
pursue actual damages for any failure by the Company to comply with the terms of
this Unit Purchase Option. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Holder and that the
remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, the holder of
this Unit Purchase Option shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, without the necessity of
showing economic loss and without any bond or other security being required. The
issuance of shares and certificates for shares as contemplated hereby upon the
exercise of this Unit Purchase Option shall be made without charge to the Holder
or such shares for any issuance tax or other costs in respect thereof, provided
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 the Holder or its agent on its behalf.

     

    15.           TRANSFER.  This
Unit Purchase Option may be offered for sale, sold, transferred or assigned
without the consent of the Company, except as may otherwise be required by the
Securities Purchase Agreement.

     

    16.           CERTAIN
DEFINITIONS.  For purposes of this Unit Purchase Option, the
following terms shall have the following meanings:

     

    (a)           “Black Scholes Value” means the
value of this Unit Purchase Option based on the Black-Scholes Option Pricing
Model obtained from the “OV” function on Bloomberg determined as of the day
immediately following the public announcement of the applicable Fundamental
Transaction for pricing purposes and reflecting (i) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the remaining term
of this Unit Purchase Option as of such date of request and (ii) an expected
volatility equal to the greater of 75% and the 100 day volatility obtained from
the HVT function on Bloomberg as of such date.

     

    
      
         

      

      
        - 12
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    (b)           “Bloomberg” means Bloomberg
Financial Markets.

     

    (c)           “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 to remain closed.

     

    (d)           “Certificate of Designation”
means the certificate of designation for the Series A Preferred
Stock.

     

    (e)           “Closing Sale Price” means, for
any security as of any date, the last closing trade price for such security on
the Principal Market, as reported by Bloomberg, or, if the Principal Market
begins to operate on an extended hours basis and does not designate the closing
trade price, then the last trade price of such security prior to 4:00:00 p.m.,
New York time, as reported by Bloomberg, or, if the Principal Market is not the
principal securities exchange or trading market for such security, the last
trade price of such security on the principal securities exchange or trading
market where such security is listed or traded as reported by Bloomberg, or, if
no last trade price is reported for such security by Bloomberg, the average of
the ask prices of any market makers for such security as reported in the “pink
sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If
the Closing Sale Price cannot be calculated for a security on a particular date
on any of the foregoing bases, the Closing Sale Price of such security on such
date shall be the fair market value as mutually determined by the Company and
the Holder. If the Company and the Holder are unable to agree upon the fair
market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 13. All such determinations shall
appropriately adjusted for any share dividend, share split, share combination or
other similar transaction during such period.

     

    (f)           “Common Stock” means
(i) the Company’s shares of common stock, $0.0001 par value per share, and
(ii) any capital stock into which such common stock shall have been changed or
any share capital resulting from a reclassification of such common
stock.

     

    (g)           “Convertible Securities” means
any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.

     

    (h)           “Eligible Market” means the New
York Stock Exchange, Inc., the NYSE Amex, the Nasdaq Global Select Market, the
Nasdaq Global Market or the Principal Market.

     

    (i)           “Expiration Date” means the
sixtieth (60th) day of
the Issuance Date or, if such date falls on a day other than a Business Day or
on which trading does not take place on the Principal Market (a “Holiday”), the next date that
is not a Holiday.

     

    (j)           “Fundamental Transaction” means
that the Company shall, directly or indirectly, in one or more related
transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Person, or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or
assets of the Company to another Person, or (iii) allow another Person to make a
purchase, tender or exchange offer that is accepted by the holders of more than
the 50% of the outstanding shares of Common Stock (not including any shares of
Common Stock held by the Person or Persons making or party to, or associated
or affiliated with the Persons making or party to, such purchase, tender or
exchange offer), or (iv) consummate a stock purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person
acquires more than the 50% of the outstanding shares of Common Stock (not
including any shares of Common Stock held by the other Person or other Persons
making or party to, or associated or affiliated with the other Persons making or
party to, such stock purchase agreement or other business combination), or (v)
reorganize, recapitalize or reclassify its Common Stock, or (vi) any “person” or
“group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the
Exchange Act) is or shall become the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate
ordinary voting power represented by issued and outstanding Common
Stock.

     

    
      
         

      

      
        - 13
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    (k)           “Options” means any rights,
warrants or options to subscribe for or purchase shares of Common Stock or
Convertible Securities.

     

    (l)           “Parent Entity” of a Person
means an entity that, directly or indirectly, controls the applicable Person and
whose common stock or equivalent equity security is quoted or listed on an
Eligible Market, or, if there is more than one such Person or Parent Entity, the
Person or Parent Entity with the largest public market capitalization as of the
date of consummation of the Fundamental Transaction.

     

    (m)           “Person” means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any
department or agency thereof.

     

    (n)           “Preferred Conversion Price”
means the then applicable conversion price per share of the Company’s Series A
Preferred Stock.

     

    (o)           “Principal Market” means the
OTC Bulletin Board.

     

    (p)           “Registration Statement” means
a registration statement filed by the Company with the Securities and Exchange
Commission for a public offering and sale of securities of the Company (other
than a registration statement on Form S-8 or Form S-4, or their successors, or
any other form for a limited purpose, or any registration statement covering
only securities proposed to be issued in exchange for securities or assets of
another corporation).

     

    (q)           “Series A Preferred Stock”
means the series of the Company’s preferred stock, par value $0.0001 per share,
designated as “Series A Convertible Preferred Stock.”

     

    (r)           “Successor Entity” means the
Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected
by the Holder, the Parent Entity) with which such Fundamental Transaction shall
have been entered into.

     

    (s)           “Trading Day” means any day on
which the Common Stock is 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 is
then traded; provided that
“Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the
Common Stock is 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 4:00:00 p.m., New York time).

     

    
      
         

      

      
        - 14
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    (t)           “VWAP” means, for any security
as of any date, the dollar volume-weighted average price for such security on
the Principal Market (or, if the Principal Market is not the principal trading
market for such security, then on the principal securities exchange or
securities market on which such security is then traded) during the period
beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York
time, as reported by Bloomberg through its “Volume at Price” function or, if no
dollar volume-weighted average price is reported for such security by Bloomberg
for such hours, the average of the highest closing bid price and the lowest
closing ask price of any of the market makers for such security as reported in
the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau,
Inc.). If VWAP cannot be calculated for such security on such date on any of the
foregoing bases, the VWAP of such security on such date shall be the fair market
value as mutually determined by the Company and the Holder. If the Company and
the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved in accordance with the procedures in Section 13.
All such determinations shall be appropriately adjusted for any share dividend,
share split or other similar transaction during such period.

     

    [signature page
follows]

     

     

    
      
         

      

      
        - 15
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    IN WITNESS WHEREOF, the
Company has caused this Unit Purchase Option to Purchase Common Stock to be duly
executed as of the Issuance Date set out above.

     

    GAME
TRADING TECHNOLOGIES, INC.

     

     

    By: 
____________________________________

    Name:

    Title:

     

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    EXHIBIT
A

     

    EXERCISE
NOTICE

    TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

    UNIT
PURCHASE OPTION TO PURCHASE COMMON STOCK

     

    GAME
TRADING TECHNOLOGIES, INC.

     

    The
undersigned holder hereby exercises the right to purchase _________________ of
the shares of Common Stock (“Units”) of Game Trading
Technologies, Inc., a Delaware corporation (the “Company”), evidenced by Unit
Purchase Option to Purchase Common Stock No. _______ (the “Unit Purchase Option”).
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Unit Purchase
Option.

     

    1.           Form of Exercise
Price.  The Holder intends that payment of the Exercise Price
shall be:

     

    
      	
               
      

            	
              ____________

            	
              a
      “Cash
      Exercise” with respect to _________________ Units.

            


    

     

    


     

    2.           Payment of Exercise
Price.  In the event that the Holder has elected a Cash
Exercise with respect to some or all of the Units to be issued pursuant hereto,
the Holder shall pay the Aggregate Exercise Price in the sum of
$___________________ to the Company in accordance with the terms of the Unit Purchase
Option.

     

    3.           Delivery of
Units.  The Company shall deliver to Holder, or its designee or
agent as specified below, __________ Units in accordance
with the terms of the Unit
Purchase Option.  Delivery shall be made to Holder, or for its
benefit, to the following address:

     

    _______________________

    _______________________

    _______________________

    _______________________

     

    Date:
_______________ __, ______

     

    


       Name
of Registered Holder

     

    By: 
__________________________

    Name:

    Title:

     

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    ACKNOWLEDGMENT

     

    The
Company hereby acknowledges this Exercise Notice and hereby directs
______________ to issue the above indicated number of shares of Common Stock in
accordance with the Transfer Agent Instructions dated _____________, 2010 from
the Company and acknowledged and agreed to by _______________.

     

    GAME
TRADING TECHNOLOGIES, INC.

     

     

    By: 
____________________________________

    Name:

    Title: