Warrant to Purchase 400,000 shares of Common Stock of the Company



 Exhibit 4.8 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THESE
SECURITIES SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) THE COMPANY HAS RECEIVED
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 

Date: June 3, 2011 
 WARRANT TO PURCHASE COMMON STOCK 
 OF 

eGAMES, INC. 
 Void after 5:00 P.M. (United States Eastern Time) 
 on June 3, 2013, as
provided herein. 
 This certifies that, for value received, receipt and sufficiency of which are hereby
acknowledged, FERTILEMIND CAPITAL FUND I, or its registered assigns (the “Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from eGAMES, INC., a Pennsylvania corporation
(the “Company”), four hundred thousand (400,000) validly issued, fully paid and non-assessable shares (the “Warrant Shares”) of common stock of the Company, no par value per share (the “Common
Stock”), subject to adjustment as provided herein, at a purchase price equal to $0.25 per share (the “Exercise Price”), subject to adjustment as provided herein. 

The term “Warrant” as used herein shall mean this Warrant, and any warrants delivered in substitution or
exchange therefor as provided herein. 
 1. Term of Warrant. Subject to the terms and conditions set
forth herein, this Warrant shall be exercisable, in whole or in part, during the term commencing on June 3, 2011 and ending at 5:00 P.M. (United States Eastern Time) on June 3, 2013 (the “Exercise Period”). 

2. Exercise of Warrant. 

(a) This Warrant may be exercised by the Holder, in whole or in part, by (i) the surrender of this
Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and (ii) the delivery of payment to the Company of the Exercise Price for the number of Warrant








 
Shares specified in the Notice of Exercise in cash or its equivalent, payable by wire transfer of immediately available funds to a bank account specified by the Company or by certified or bank
cashiers’ check in lawful money of the United States of America. 
 (b) The Company agrees
that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as
aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise shall be delivered to the Holder as promptly as practicable, and in any event within ten Business Days thereafter. If this Warrant shall have
been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all
other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the
Holder shall be deemed to be the record holder of such Warrant Shares. For purposes of this Warrant, the term “Business Day” shall mean any day except a Saturday, Sunday or any day on which banking institutions are authorized or
required to close in the city of New York, New York. 
 3. No Fractional Shares or Scrip. No fractional
shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Current Market
Price multiplied by such fraction. For the purpose of this Section 3, the “Current Market Price” per share of Common Stock on any day shall be deemed to be the average of the closing price per share reported for the five
(5) Business Days immediately preceding the day in question, where the closing price for each day shall be the reported last sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked
prices, in either case on the NASDAQ Stock Market or, if the Common Stock is not listed or admitted to trading on the NASDAQ Stock Market then the average of the closing bid and asked prices as quoted on the Over the-Counter Bulletin Board (the
“OTC BB”) or, if the Common Stock is not then quoted on the OTC BB, then the average of the closing bid and asked prices as reported on the OTC Pink Sheets operated by the OTC Markets Group Inc. 

4. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation
of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount. 
 5. Rights of Shareholders. Subject to the provisions of Section 6 and Section 8 hereof, the Holder shall not be entitled to vote or receive dividends or be deemed the holder
of Common Stock or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon 


  
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the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or
to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to
receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised, and the Exercise Price shall have been paid, as provided herein. 

6. Anti-dilution Provisions. The Exercise Price and the number of Warrant Shares shall be subject to adjustment
from time to time as provided in this Section 6. 
 (a) In case the Company shall pay
or make a dividend or other distribution on the Common Stock of the Company in Common Stock (other than any distributions specifically provided for in subsection (c) of this Section 6), the Exercise Price in effect immediately prior
to the opening of business on the next Business Day following the date fixed for determination of shareholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Exercise Price by a fraction of which
(i) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and (ii) the denominator shall be the sum of (A) such number of shares referred to in clause
(i) and (B) the total number of shares of Common Stock constituting such dividend or other distribution, such reduction to become effective immediately prior to the opening of business on the next Business Day following the date fixed for
such determination. For the purposes of this subsection (a), the number of shares of Common Stock at any time outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

 (b) In case the outstanding shares of Common Stock shall be subdivided into a greater number
of shares of Common Stock, the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case
the outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the day upon which such
combination becomes effective shall be proportionately increased. 
 (c) In case the Company
shall, by dividend or otherwise, distribute to all holders of its Common Stock any securities (including any security convertible into or exchangeable for shares of Common Stock and any right, option or warrant to subscribe for or purchase shares of
Common Stock or any other security convertible into or exchangeable for shares of Common Stock, but not including any dividend referred to in subsection (a) of this Section 6), evidences of its indebtedness or other assets, then, in
each such event and as a condition precedent to the taking of any such action, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive, upon exercise of this Warrant, in addition to the number of
shares of Common Stock receivable thereupon, the amount 

  
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of such securities, evidences of indebtedness or other assets as the Holder would have received had the Holder been the record owner, at the time the Company made or issued such dividend or other
distribution or on the record date fixed therefor, as the case may be, of that number of shares of Common Stock receivable upon exercise of this Warrant in full, and had the Holder thereafter, during the period from the date of such event to and
including the date(s) on which the Holder exercises this Warrant, retained such securities, evidences of indebtedness or other assets, giving application to all other adjustments called for during such period under this Section 6. The
above provisions of this subsection (c) shall similarly apply to successive dividends and other distributions to the holders of Common Stock of securities, evidences of indebtedness and other assets. 

(d) In case of any reclassification, recapitalization or other change in the outstanding securities of the
class issuable upon exercise of this Warrant (including any such reclassification, recapitalization or other change upon a merger or consolidation in which the Company is the surviving corporation, but not including any transactions for which an
adjustment is provided in subsection (a), (b), (c) or (e) of this Section 6), the Company shall execute and deliver to the Holder a new warrant certificate providing that the Holder shall have the right thereafter, during the
period such Warrant shall be outstanding, to exercise such Warrant into the kind and amount of securities, cash and other property receivable upon such reclassification, recapitalization or other change by a holder of the number of shares of Common
Stock issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, recapitalization or other change. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such
new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The above provisions of this subsection (d) shall similarly apply to successive reclassifications, recapitalizations
and other changes in the outstanding securities of the class issuable upon exercise of this Warrant. 
 (e) In case of any merger or consolidation of the Company with or into, or sale or transfer of all or substantially all of the assets of the Company to, any other person or entity, the person or entity
surviving such merger or consolidation or acquiring such assets, as the case may be, shall execute and deliver to the Holder a new warrant certificate providing that the Holder shall have the right thereafter, during the period such Warrant shall be
outstanding, to exercise such Warrant into the kind and amount of securities, cash and other property receivable upon such merger, consolidation, sale or transfer by a holder of the number of shares of Common Stock issuable upon exercise of this
Warrant had it been exercised immediately prior to such merger, consolidation, sale or transfer. If the holders of the Common Stock may elect from choices the kind or amount of securities, cash and other property receivable upon such merger,
consolidation, sale or transfer, then for the purpose of this Section 6 the kind and amount of securities, cash and other property receivable upon such merger, consolidation, sale or transfer shall be deemed to be the choice specified by
the Holder, which specification shall be made by the Holder by the later of (i) the lesser of (A) the number of days given to holders of Common Stock to make their specification known to the Company after such holders are provided with a


  
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final version of all information that was furnished to such holders concerning such choice or (B) ten (10) Business Days after the Holder is provided with a final version of all
information that was furnished to the holders of Common Stock concerning such choice, and (ii) the last time at which holders of Common Stock are permitted to make their specification known to the Company. If the Holder fails to make any
specification, the Holder’s choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with the Company or the other person to the merger, consolidation, sale or transfer. Such new Warrant
shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be equivalent to the adjustments provided for in this Section 6. The above provisions of this subsection (e) shall similarly
apply to successive mergers, consolidations, sales, transfers or similar transactions. 
 (f)
Whenever there shall be any change in the Exercise Price under this Section 6, then there shall be an adjustment (to the nearest thousandth of a share) in the number of Warrant Shares, which adjustment shall become effective at the time
such change in the Exercise Price becomes effective and shall be made by multiplying the number of Warrant Shares in effect immediately before such change in the Exercise Price by a fraction the numerator of which is the Exercise Price immediately
before such change and the denominator of which is the Exercise Price immediately after such change. 
 (g) No adjustment in the Exercise Price shall be required unless such adjustment (plus any adjustments not previously made by reason of this subsection (g)) would require an increase or decrease of at
least 0.01% in such Exercise Price; provided, however, that any adjustments that by reason of this subsection (g) are not required to be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this subsection (g) shall be made to the nearest cent or to the nearest 1/100 of a share of Common Stock, as the case may be. Notwithstanding the foregoing, any adjustment required by this subsection
(g) shall be made no later than the expiration of the right to exercise the Warrant or a portion thereof. 
 (h) Whenever the Exercise Price is adjusted as herein provided: 
 (i) the Company shall compute the adjusted Exercise Price in accordance with Section 6 and shall prepare a certificate signed by the Chief Financial Officer of the Company setting forth the
adjusted Exercise Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with any transfer agent; and 

(ii) a notice stating that the Exercise Price has been adjusted and setting forth the adjusted Exercise
Price shall forthwith be required, and as soon as practicable after it is required, such notice (together with a copy of the certificate prepared under Section 6(h)(i) hereof) shall be mailed by the Company to the Holder of the Warrant
at its last address as shall appear in the Warrant Register (as defined in Section 7(a)). 

  
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 (i) In case the Company shall declare a dividend (other than
a cash dividend) or other distribution on its Common Stock, or shall take a record of the holders of Common Stock for the purpose of determining the holders thereof who are entitled to receive any such dividend or other distribution, the Company
shall cause to be filed with any warrant agent, and shall cause to be mailed to the Holder of this Warrant at its last address as shall appear in the Warrant Register, at least ten days prior to the effective date hereinafter specified, a notice
stating the date on which a record has been taken for the purpose of such dividend or other distribution or, if record is not to be taken, the date as of which the identity of the holders of Common Stock of record entitled to such dividend or other
distribution is to be determined. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in this subsection (i). 

7. Transfer of Warrant. 

(a) Warrant Register. The Company will maintain a register (the “Warrant
Register”) containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change his, her or its address as shown on the Warrant Register or transfer this Warrant in accordance with the
terms of this Warrant by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and
at the address shown on the Warrant Register. Until receipt by the Company of written notice from the Holder requesting a change of address or the transfer of this Warrant, the Company may treat the Holder as shown on the Warrant Register as the
absolute owner of this Warrant for all purposes. 
 (b) Transferability. Subject to the
restrictions on transfer set forth in subsection (c) of this Section 7, title to this Warrant may be transferred to any corporation, partnership or other affiliated entity of the Holder controlling, controlled by, or under common
control with, such Holder, or any partner or former partner of such partnership, if such Holder is a partnership, in whole or in part, by endorsement by the Holder and the transferee executing the Assignment Form annexed hereto and delivered to the
Company. Upon surrender of this Warrant for transfer, properly endorsed on the Assignment Form, the Company at its expense shall issue, on the order of the Holder, a new warrant or warrants of like tenor, in such name or names as the Holder (on
payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof. 
 (c) Compliance with Securities Laws. 
 (i)
The Holder of this Warrant, by acceptance hereof, acknowledges that the transfer of this Warrant and the Warrant Shares is subject to the Holder’s compliance with the provisions of the Securities Act and any applicable state securities laws in
respect of any such transfer. 

  
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 (ii) The certificate or certificates representing any
Warrant Shares acquired upon exercise of this Warrant, and any Common Stock or other securities issued in respect of such Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped
or otherwise imprinted with the following legend (unless such a legend is no longer required under the Securities Act): 
 THE TRANSACTION IN WHICH THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS, OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 

(iii) The Company shall not be required to register the transfer of this Warrant or the Warrant Shares on
the books of the Company unless the Company shall have been provided with an opinion of counsel in form and substance reasonably satisfactory to the Company that this Warrant or the Warrant Shares, as applicable, are eligible for transfer without
registration under the Securities Act. 
 (iv) The conditions precedent imposed by this
subsection (d) upon the transferability of this Warrant and the Warrant Shares shall cease and terminate as to this Warrant and any of the Warrant Shares when such securities are transferred pursuant to Rule 144 or promulgated under the
Securities Act. Whenever the conditions imposed by this subsection (d) shall terminate as hereinabove provided with respect to any of the Warrant Shares, the holder of any such securities bearing the legend set forth in
Section 7(c)(ii) shall be entitled to receive from the Company, without expense to the Holder and as expeditiously as practicable (but in no event later than three (3) Business Days), new stock certificates not bearing such legend.

 (d) Investment Representations. The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant is being issued by the Company in reliance upon the following representations: 
 (i) the Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act as presently in effect; 

(ii) this Warrant is being acquired, and upon exercise hereof the Warrant Shares will be acquired, for
investment, for the Holder’s own account and not with a 

  
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view to the sale or distribution thereof other than in accordance with the Securities Act and all applicable state securities laws, and the Holder has no present intention of selling or engaging
in any public distribution of the same except pursuant to a registration under the Securities Act or an exemption therefrom; and 
 (iii) the Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of
its investment. 
 8. Covenants of the Company. The Company hereby covenants and agrees that: 

(a) during the term of this Warrant, the Company will reserve a sufficient number of shares of authorized
and unissued Common Stock to provide for the issuance of Common Stock upon the exercise of this Warrant and the payment of the Exercise Price, which shares shall be duly authorized, fully paid and non-assessable, and, from time to time, will take
all steps necessary to amend its Articles of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of the Warrant; 

(b) the Company will not, directly or indirectly, by amendment of its Articles of Incorporation and or its
Bylaws, or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or
performed hereunder by the Company; and 
 (c) all Warrant Shares shall be free from all taxes,
liens, charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein) and, when issued be fully paid, non-assessable and free from all liens and/or other charges on
title. 
 9. Registration Rights. The undersigned shall have the registration rights set forth in this
Section 9. 
 (a) At any time after the date hereof, in the event that the Company
shall determine to proceed with the preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale of any of its shares of Common Stock by it or by any of its security holders (other than a
registration statement on Form S-4, S-8 or other successor or comparable forms), the Company will cause all Warrant Shares owned by the Holder (hereinafter, the “Registrable Securities”) to be included for resale in such
registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. There shall not be any limit to the number of piggyback registrations
that the Company must include Registrable Securities in. 

  
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 (b) If and whenever the Company is required by the
provisions of this Section 9 hereof to effect the registration of the Registrable Securities under the 1933 Act, the Company shall: 
 (i) prepare and file with the SEC a registration statement with respect to the Registrable Securities, and use its best efforts to cause such registration statement to become effective as promptly as
practicable and shall also cause such registration statement to remain effective for no less than two hundred and seventy (270) consecutive days, unless the registration statement on which such Registrable Securities are included is a Form S-3
registration statement (or any successor Form), in which event the Company shall cause such registration statement to remain effective for such period as is necessary to effect the sale of all such Registrable Securities included thereon;

 (ii) prepare and file with the SEC such amendments to such registration statement and
supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for the applicable period in accordance with the provisions of Section 9(b)(i) above; 

(iii) furnish to any holder participating in such registration (a “Participating
Holder”) such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such holder may reasonably request in order to facilitate the public offering of the
Participating Holder’s securities; 
 (iv) register or qualify the Registrable Securities
covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such Participating Holders may reasonably request in writing within ten (10) days following the original filing of such registration
statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; 

(v) notify the Participating Holders, promptly after it shall receive notice thereof, of the time when
such registration statement or a supplement to any prospectus forming a part of such registration statement has become effective; 
 (vi) notify the Participating Holders promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; 

(vii) prepare and file with the SEC any amendments or supplements to such registration statement or
prospectus which is required under the 1933 Act or the rules and regulations promulgated thereunder in connection with the distribution of the Registrable Securities by the Participating Holders; 

  
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 (viii) prepare and promptly file with the SEC and promptly
notify the Participating Holders of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such Registrable
Securities is required to be delivered under the 1933 Act, any event shall have occurred as the result of which any such prospectus or any other prospectuses then in effect would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; 
 (ix) advise the Participating Holders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Division of Enforcement of the SEC suspending the
effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop
order should be issued; and 
 (x) indemnify and hold harmless each Participating Holder against
any and all losses, claims, damages or liabilities to which such Participating Holder shall become subject, under the 1933 Act or otherwise, that, directly or indirectly, arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the effective registration statement or any prospectus that forms a part thereof or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements there in not misleading; provided, however, that no such indemnification shall be available to any Participating Holder with respect to,
and to the extent there is liability attributable to, written information provided by a Participating Holder to the Company expressly for use in such registration statement or prospectus thereunder or any amendment or supplement thereto, or any
related preliminary prospectus and is actually used by the Company in a final prospectus. In no event shall the Holder have an obligation to indemnify, hold harmless, reimburse and/or pay any legal and/or other fees to the Company. 

(c) 

(i) All fees, costs and expenses of and incidental to the registration of Registrable Securities, shall be
borne by the Company; provided, however, that Participating Holders shall bear their pro rata share of the underwriting discount, if any. 

(ii) The fees, costs and expense of registration to be borne by the Company as provided in
Section 9(c)(i) above shall include, without limitation, all registration, filing fees, exchange or market listing fees, printing expenses, fees and disbursements of counsel and accountants for the Company, and all legal fees and
disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the securities to be 

  
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offered are to be registered and qualified and all fees and disbursements of one legal counsel retained by the Holder, which shall be Gusrae, Kaplan, Bruno & Nusbaum, PLLC. 

10. Amendments. Neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other
than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. 
 11. Governing Law. This Warrant, and all issues arising directly and/or indirectly hereunder, including, but not limited to, any issues relating to the Warrant Shares and the registration rights
(collectively, the “Issues”) shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto
hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Warrant shall be brought solely in a federal or state court located in the City, County and State of New York. By its
execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and State of New York and agree that any process in any such action may be served upon
any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto expressly and irrevocably
waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing
therein shall be entitled to payment from the other party hereto of all of its reasonable counsel fees and disbursements. 
 12. Successors and Assigns. This Warrant and the Company’s obligations hereunder shall be binding upon the Company’s successors and shall inure to the benefit of the Holder’s
successors, legal representatives and assigns. In no event shall the Company transfer or assign any of its obligations under this Warrant. 
 13. Attorney’s Fees. In the event of any Issues, the prevailing party shall be entitled collect the cost of its attorney’s fees, litigation expenses or such other expenses as may be
incurred in the enforcement of the prevailing party’s rights hereunder as and when requested. 
 [Remainder of Page Left
Intentionally Blank] 

  
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 IN WITNESS WHEREOF, eGAMES, INC. has caused this Warrant to be executed by
its authorized officer. 
 Dated: June 3, 2011 

 

			
	eGAMES, INC.
		
	By:	 	/s/ Gerald W. Klein 
	Name:	 	 Gerald W. Klein

	Title:	 	 Chief Executive Officer










 NOTICE OF EXERCISE 

To: eGAMES, INC. 
 (1) The undersigned hereby elects to purchase                      shares of Common Stock of
eGames, Inc., pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full. 
 (2) In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon exercise are being acquired solely for the account of the undersigned,
and not as a nominee for any other party, and for investment purposes, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the
registration provisions of the Securities Act of 1933, as amended, or any applicable state securities laws. 

(3) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or
in such other name as is specified below: 
  

	
	  
	(Name)
	
	  
	(Name)


 (a) Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned or in such other name as is specified below: 
  

									
	 	 	 	 		 	  	 	 
		 		 		 	(Name)	 	
					
	  	 	 	 		 	  	 	 
	(Date)	 		 		 	(Signature)	 	








 ASSIGNMENT FORM 

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the
Assignee named below, who satisfies the requirements under Section 7(c) of the within Warrant, all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below:

  

					
	 Name of Assignee
	  	 Address
	  	 No of Shares

		  		  	
		  		  	
		  		  	
		  		  	

 and does hereby irrevocably constitute and appoint as Attorney
                             to make such transfer on the books of eGAMES, INC., maintained for the
purpose, with full power of substitution in the premises. 
 The undersigned Assignee represents that, by
acceptance hereof, the Assignee acknowledges and agrees that (i) the Assignee is a corporation, partnership or other affiliated entity of the Holder controlling, controlled by, or under common control with, such Holder, or any partner or former
partner of such partnership, if such Holder is a partnership, (ii) this Warrant and the shares of stock to be issued upon exercise hereof are being acquired for investment, (iii) the Assignee will not offer, sell or otherwise dispose of
this Warrant or any shares of stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities laws,
and (iv) the Assignee agrees to be bound by all of the provisions of this Warrant. 
 Dated:
                                         
            
  

	
	  
	Signature of Holder
	
	  
	Signature of Assignee