EX-4.2



 




Exhibit 4.2




FX REAL ESTATE AND ENTERTAINMENT INC. SUBSCRIPTION FORM






THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.



FX Real Estate and Entertainment Inc. (the “Company”) is distributing in a
rights offering (the “Rights Offering”) at no charge transferable
subscription rights (the “Rights”) to purchase one share of the Company’s
common stock (a “Share”) for every two shares of common stock (the “Basic
Subscription Privilege”) owned as of      , 2008 (the “Record Date”) at a
cash subscription price of $10.00 per share. The Company currently has
39,790,247 shares of common stock outstanding. As part of the transaction that
created the Company in June 2007, the Company agreed to undertake this rights
offering, and certain stockholders who own, in the aggregate 20,046,898 shares
of common stock, waived their rights to participate in this rights offering. As
a result, this rights offering is being made only to stockholders who own, in
the aggregate, 19,743,349 shares of our common stock as of the Record Date.



For
a more complete description of the terms and conditions of the Rights Offering,
please refer to the Prospectus dated
 _____, 2008 (the “Prospectus”), which is
incorporated herein by reference. Copies of the Prospectus are available upon
request from Mellon Investor Services LLC (toll free (877) 243-3815).



I
hereby irrevocably subscribe for the number of Shares indicated on this form
upon the terms and conditions specified in the Prospectus relating thereto.
Receipt of the Prospectus is hereby acknowledged.



Please complete the back if you would like to transfer ownership or request special mailing.







	 	 	 
	 
	 	
 

 











Œ
Signature: This form must be signed by the
registered holder(s) exactly as their name(s) appears on the certificate(s) or
by person(s) authorized to sign on behalf of the registered holder(s) by
documents transmitted herewith.



	 	 	 	 	 
	X	 	 	 	 
	 
	Signature of Stockholder
	 	Date
	 	Daytime Telephone #
	 	 	 	 	 
	X	 	 	 	 
	 
	Signature of Stockholder
	 	Date
	 	Daytime Telephone #


















					
	�
	 	SUBSTITUTE FORM W-9
	 	 
	 






PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY
NUMBER BY SIGNING BELOW.



 



 



 




			
	If the Taxpayer ID Number
printed above is INCORRECT OR if the
space is BLANK write in the CORRECT number
here.
	 	
	 






Under penalties of perjury. I certify that:



1. The number shown on this form is my correct taxpayer identification number (or I am waiting
for a number to be issued to me) and



2. I am not subject to backup withholding because: (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup withholding
as a result of a failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject to backup
withholding, and



3. I am a U.S. person (including a U.S. resident alien).



Certification instructions. You must cross out item 2 above if
you have been notified by the IRS that you are currently subject to
backup withholding because you have failed to report all interest and
dividends on your tax return.



	 	 	 	 	 	 	 
	Signature:

	 	 
	 	Date:
	 	 
	 

	 	 
	 	 	 	 
	 






SEE INSTRUCTIONS ON THE REVERSE SIDE




	 	   	 	 	 
	Ž

	 	BASIC SHARES TO SUBSCRIBE
	 	
WHOLE SHARES
	 
	 	 	 	 
	�

	 	RIGHTS OFFER FOR SALE
	 	
WHOLE SHARES






	 	 	 
	ENCLOSED IS MY CHECK FOR $

	 	 
	 

	 	 




















� 



	 	 	 	 	 
	 
	 	 	 	302709 118
	 
	 	 	 	 
	SUBSCRIPTION CERTIFICATE NUMBER
	 	 	 	CUSIP NUMBER
	 	 	 	 	 
	 
	 	 
	 	 
	 
	 	 
	 	 
	BASIC SHARES TO SUBSCRIBE
	 	RIGHTS
	 	RECORD DATE SHARES






FX REAL ESTATE AND ENTERTAINMENT INC.

SUBSCRIPTION FOR RIGHTS OFFERING

RECORD DATE





	A.	 	Number of Shares subscribed for through the basic subscription privilege (not to exceed one
Share for each Right) _____________Shares

	 
	B.	 	Total Subscription Price (line A multiplied by $10.00): $
_____________


	 
	C.	 	Method of Payment, check (1) or (2):








o (1) Certified or Cashier’s check or money order payable to
Mellon Investor Services LLC (acting on behalf of Mellon Bank, N.A.)




o
(2) Personal check payable to
Mellon Investor Services LLC, received no later than
 _____, 2008. If your funds do not clear your bank
before 5:00 p.m., New York City time,  _____, 2008, your request for Shares will not be accepted.



 





HOW TO CONTACT MELLON INVESTOR SERVICES




By Telephone – 9 a.m. to 6 p.m. New York Time, Monday through Friday, except for bank holidays:





From within the U.S., Canada or Puerto Rico




1-877-243-3815 (Toll Free)




From outside the U.S.




1-201-680-6579 (Collect)



SUBSCRIPTION TO PURCHASE SHARES OF FX REAL ESTATE AND ENTERTAINMENT INC.

RETURN TO: MELLON BANK, N.A. C/O MELLON INVESTOR SERVICES LLC




WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS




	 	 	 
	By Mail:

	 	By Overnight Courier or By Hand:
	 
	 	 
	Mellon Investor Services LLC

	 	Mellon Investor Services LLC
	Attn: Corporate Action Dept., 27th Floor

	 	Attn: Corporate Action Dept., 27th Floor
	P.O. Box 3300

	 	480 Washington Boulevard
	South Hackensack, NJ 07606

	 	Jersey City, NJ 07310






THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON
 _____, 2008 AND THIS SUBSCRIPTION
CERTIFICATE IS VOID THEREAFTER.















 






	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
‘
	 	 	’	 
	 	Special Transfer Instructions

	 	 	Special Mailing Instructions	 
	 	 
	 	 	 	 	 	 
	 	If you want your FX Real Estate and Entertainment Inc. stock
and any refund check to be issued in another name, fill in this
section with the information for the new account name.

 

	 	Signature Guarantee Medallion
	 	 	Fill in ONLY if mailing to someone other than the
undersigned or to the undersigned at an address other than
that shown on the front of this card.

Mail certificate(s) and check(s) to:

 

 	 
	 	 	 	 	 	 
	 	Name (Please Print First, Middle & Last Name)

	 	(Title of Officer Signing this Guarantee)
	 	 	Name (Please Print First, Middle & Last Name)

 

 	 
	 	 	 	 	 	 
	 	Address (Number and Street)

 

 

	 	(Name of Guarantor - Please Print)

 

 
	 	 	Address     (Number and Street)

 

 	 
	 	 	 	 	 	 
	 	(City, State & Zip Code)

 

 

	 	(Address of Guarantor Firm)

 

 	 	 	 	 
	 	 	 	 	 	 
	 	(Tax Identification or Social Security Number)

 

 

	 	 	 	 	(City, State & Zip Code)

 

 	 
	 	 	 	 	 	 







	 	 	 
	 
	 	 
	 
	 	
 

 






COMPLETE ALL APPLICABLE SECTIONS OF THIS FORM USING THE INSTRUCTIONS BELOW.




	 	 	 
	Œ

	 	Sign and date Box 1 and include your day time phone number.
	 
	 	 
	�

	 	PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a U.S.
Taxpayer. If the Taxpayer ID or Social Security Number is incorrect or blank, write the corrected
number in Box 2 and sign to certify.
Please note that Mellon Investor Services may withhold 28% of your proceeds as required by the
IRS if the Taxpayer ID or Social Security Number is not certified on our records. If you are a
non — U.S. Taxpayer, please complete and return form W-8BEN.
	 
	 	 
	Ž

	 	Place an
x in the box and fill in the number of whole shares you wish to
subscribe for under your basic subscription
	 
	 	 
	�

	 	Place an x in the box and fill in the number of your unexercised rights you wish to
offer for sale through Mellon Investor Services.
	 
	 	 
	�

	 	Rights card and calculation section for determining your basic subscription privileges.
	 
	 	 
	‘

	 	If you want your FX Real Estate and Entertainment Inc. stock and any refund check to be
issued in another name, complete the Special Transfer Instructions in Box 6. Signature(s) in Box 6
must be medallion guaranteed.
	 
	 	 
	’

	 	Fill in Box 7 if mailing to someone other than the undersigned or
to the undersigned at an address other than that shown on the front of this card.
	 
	 	 
	 
	 	 






 



 



THIS RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM QUALIFICATION ONLY UNDER
THE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF THE STATES IN THE UNITED STATES. RESIDENTS OR
OTHER JURISDICTIONS MAY NOT PURCHASE THE SECURITIES OFFERED HEREBY UNLESS THEY CERTIFY THAT THEIR
PURCHASES OF SUCH SECURITIES ARE EFFECTED IN ACCORDANCE WITH THE APPLICABLE LAWS OF SUCH
JURISDICTIONS.



THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON
 _____, 2008 AND THIS SUBSCRIPTION
CERTIFICATE IS VOID THEREAFTER.