igam8k72507ex4_2.htm


    
      

    

    EXHIBIT
      4.2



    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER
      THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS
      AND
      MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE
      DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
      SUCH ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE COMPANY RECEIVES AN
      OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE, TRANSFER,
      ASSIGNMENT, OFFER, PLEDGE OR OTHER DISTRIBUTION FOR VALUE IS EXEMPT FROM THE
      REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND SUCH
      LAWS.

    


    WARRANT

    


    TO
      PURCHASE _______ SHARES OF COMMON STOCK

    OF

    INTERACTIVE
      GAMES, INC.

    


    THIS
      CERTIFIES THAT, for good and
      valuable consideration, ___________ (the “Holder”), or its
      registered assigns, is entitled to subscribe for and purchase from Interactive
      Games, Inc., a Nevada corporation (the “Company”), at any time after the date
      hereof up to and including 5:00 p.m. West Palm Beach, FL time on _____________
      (the “Expiration Date”), _______ (________) fully paid and non-assessable shares
      of the Common Stock of the Company at the price of $0.10 per share (the “Warrant
      Exercise Price”), subject to the antidilution provisions of this
      Warrant.  The shares which may be acquired upon exercise of this
      Warrant are referred to herein as the “Warrant Shares.”  As used
      herein, the term “Holder” means the record holder of this Warrant identified
      above, any registered transferee of such holder, or any record holder or holders
      of the Warrant Shares issued upon exercise, whether in whole or in part, of
      the
      Warrant.  As used herein, the term “Common Stock” means and includes
      the Company’s presently authorized common stock, and shall also include any
      capital stock of any class of the Company hereafter authorized which shall
      not
      be limited to a fixed sum or percentage in respect of the rights of the Holders
      thereof to participate in dividends or in the distribution of assets upon the
      voluntary or involuntary liquidation, dissolution, or winding up of the
      Company.

    


    This
      Warrant is subject to the
      following provisions, terms and conditions:

    


    1.           Exercise:
      Transferability.  Subject to the provisions of Section 3 hereof,
      the rights represented by this Warrant may be exercised by the Holder hereof
      at
      any time prior to its expiration, in whole or in part (but not as to a
      fractional share of Common Stock), by written notice of exercise (in the form
      attached hereto) delivered to the Company at the principal office of the Company
      prior to the Expiration Date and accompanied or preceded by the surrender of
      this Warrant along with a check in payment of the Warrant Exercise Price for
      such shares.  Each successive holder of this Warrant. Or any portion
      of the rights represented hereby, shall be bound by the terms and conditions
      set
      forth herein.

    


    2.           Exchange
      and Replacement.  Subject to Sections 1 and 7 hereof, this Warrant
      is exchangeable upon the surrender hereof by the Holder to the Company at its
      office for new Warrants of like tenor and date representing in the aggregate
      the
      right to purchase the number of Warrant Shares purchasable hereunder, each
      of
      such new Warrants to represent the right to purchase such number of Warrant
      Shares (not to exceed the aggregate total number purchasable hereunder) as
      shall
      be designated by the Holder at the time of such surrender. Upon receipt by
      the
      Company of evidence reasonably satisfactory to it of the loss, theft,
      destruction, or mutilation of this Warrant, and, in case of loss, theft or
      destruction, of indemnity or security reasonably satisfactory to it, and upon
      surrender and cancellation of this Warrant, if mutilated, the Company will
      make
      and deliver a new Warrant of like tenor, in lieu 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    of
      this
      Warrant.  This Warrant shall be promptly canceled by the Company upon
      the surrender hereof in connection with any exchange or
      replacement.  The Company shall pay all expenses, taxes (other than
      stock transfer taxes), and other charges payable in connection with the
      preparation, execution, and delivery of Warrants pursuant to this Section
      2.

    


    3.           Issuance
      of the Warrant Shares.

    


    (a)           The
      Company agrees that the shares of Common Stock purchased hereby shall be and
      are
      deemed to be issued to the Holder as of the close of business on the date on
      which this Warrant shall have been surrendered and the payment made for such
      Warrant Shares as aforesaid.  Subject to the provisions of the next
      section, certificates for the Warrant Shares so purchased shall be delivered
      to
      the Holder within a reasonable time, not exceeding fifteen (15) days after
      the
      rights represented by this Warrant shall have been so exercised, and, unless
      this Warrant has expired, a new Warrant representing the right to purchase
      the
      number of Warrant Shares, if any, with respect to which this Warrant shall
      not
      then have been exercised shall also be delivered to the Holder within such
      time.

    


    (b)           Notwithstanding
      the foregoing, however, the Company shall not be required to deliver any
      certificate for Warrant Shares upon exercise of this Warrant except in
      accordance with exemptions from the applicable securities registration
      requirements or registrations under applicable securities laws.  Such
      Holder shall also provide the Company with written representations from the
      Holder and any proposed transferee satisfactory to the Company regarding the
      transfer or, at the election of the Company, an opinion of counsel reasonably
      satisfactory to the Company to the effect that the proposed transfer of this
      Warrant or disposition of shares may be effected without registration or
      qualification (under any Federal or State law) of this Warrant or the Warrant
      Shares.  Upon receipt of such written notice and either such
      representations or opinion by the Company, such Holder shall be entitled to
      transfer this Warrant, or to exercise this Warrant in accordance with its terms
      and dispose of the Warrant Shares, all in accordance with the terms of the
      notice delivered by such Holder to the Company, provided that an appropriate
      legend, if any, respecting the aforesaid restrictions on transfer and
      disposition may be endorsed on this Warrant or the certificates for the Warrant
      Shares.  Nothing herein, however, shall obligate the Company to effect
      registration under federal or state securities laws, except as provided in
      Section 9.  The Holder agrees to execute such documents and make such
      representations, warranties, and agreements as may be required solely to comply
      with the exemption relied upon by the Company, or the registration made, for
      the
      issuance of the Warrant Shares.

    


    4.           Covenants
      of the Company.  The Company covenants and agrees that all Warrant
      Shares will, upon issuance, be duly authorized and issued, fully paid,
      nonassessable, and free from all taxes, liens, and charges with respect to
      the
      issue thereof except for all taxes, liens and charges imposed by the
      Holder.  The Company further covenants and agrees that during the
      period within which the rights represented by this Warrant may be exercised,
      the
      Company will at all times have authorized and reserved for the purpose of issue
      or transfer upon exercise of the subscription rights evidenced by this


     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Warrant
      a
      sufficient number of shares of Common Stock to provide for the exercise of
      the
      rights represented by this Warrant.

    


    5.           Antidilution
      Adjustments.  The provisions of this Warrant are subject to
      adjustment as provided in this Section 5.

    


    (a)           The
      Warrant Exercise Price shall be adjusted from time to time such that in case
      the
      Company shall hereafter:

    


    
      	
               

            	
              (i)

            	
              pay
                any dividends on any class of stock of the Company payable in Common
                Stock;

            


    

    


    
      	
               

            	
              (ii)

            	
              subdivide
                its then outstanding shares of Common Stock into a greater number
                of
                shares; or

            


    

    


    
      	
               

            	
              (iii)

            	
              combine
                outstanding shares of Common Stock, by reclassification or
                otherwise;

            


    

    


    then,
      in
      any such event, the Warrant Exercise Price in effect immediately prior to such
      event shall (until adjusted again pursuant hereto) be adjusted immediately
      after
      such event to a price (calculated to the nearest full cent) determined by
      dividing (a) the number of shares of Common Stock outstanding immediately prior
      to such event, multiplied by the then existing Warrant Exercise Price, by (b)
      the total number of shares of Common Stock outstanding immediately after such
      event, and the resulting quotient shall be the adjusted Warrant Exercise Price
      per share.  An adjustment made pursuant to this Subsection shall
      become effective immediately after the record date in the case of a dividend
      or
      distribution and shall become effective immediately after the effective date
      in
      the case of a subdivision, combination or reclassification.  If, as a
      result of an adjustment made pursuant to this Subsection, the Holder of any
      Warrant thereafter surrendered for exercise shall become entitled to receive
      shares of two or more classes of capital stock or shares of Common Stock and
      other capital stock of the Company, the Board of Directors (whose determination
      shall be conclusive) shall determine the allocation of the adjusted Warrant
      Exercise Price between or among shares of such classes of capital stock or
      shares of Common Stock and other capital stock.  All calculations
      under this Subsection shall be made to the nearest cent or to the nearest 1/100
      of a share, as the case may be.  If, at any time as a result of an
      adjustment made pursuant to this Subsection, the Holder of any Warrant
      thereafter surrendered for exercise shall become entitled to receive any shares
      of the Company other than shares of Common Stock, thereafter the Warrant
      Exercise Price of such other shares so receivable upon exercise of any Warrant
      shall be subject to adjustment from time to time in a manner and on terms as
      nearly equivalent as practicable to the provisions with respect to Common Stock
      contained in this Section 5.

    


    (b)           Upon
      each adjustment of the Warrant Exercise Price pursuant to Section 5(a)
      above, the Holder of each Warrant shall thereafter (until another such
      adjustment) be entitled to purchase at the adjusted Warrant Exercise Price
      the
      number of shares, calculated to the nearest full share, obtained by multiplying
      the number of shares specified in such Warrant (as adjusted as a result of
      all
      adjustments in the Warrant Exercise Price in effect prior to such adjustment)
      by
      the Warrant Exercise Price in effect prior to such adjustment and dividing
      the
      product so obtained by the adjusted Warrant Exercise Price.

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    (c)           In
      case of any consolidation or merger to which the Company is a party other than
      a
      merger or consolidation in which the Company is the continuing corporation,
      or
      in case of any sale or conveyance to another corporation of the property of
      the
      Company as an entirety or substantially as an entirety, or in the case of any
      statutory exchange of securities with another corporation (including any
      exchange effected in connection with a merger of a third corporation into the
      Company), there shall be no adjustment under Subsection (a) of this
      Section but the Holder of each Warrant then outstanding shall have the
      right thereafter to convert such Warrant into the kind and amount of shares
      of
      stock and other securities and property which such Holder would have owned
      or
      have been entitled to receive immediately after such consolidation, merger,
      statutory exchange, sale, or conveyance had such Warrant been converted
      immediately prior to the effective date of such consolidation, merger, statutory
      exchange, sale, or conveyance and in any such case, if necessary, appropriate
      adjustment shall be made in the application of the provisions set forth in
      this
      Section with respect to the rights and interests thereafter of any Holders
      of
      the Warrant, to the end that the provisions set forth in this Section shall
      thereafter correspondingly be made applicable, as nearly as may reasonably
      be,
      in relation to any shares of stock and other securities and property thereafter
      deliverable on the exercise of the Warrant.  The provisions of this
      Subsection shall similarly apply to successive consolidations, mergers,
      statutory exchanges, sales or conveyances.

    


    (d)           Upon
      any adjustment of the Warrant Exercise Price, then and in each such case, the
      Company shall within ten (10) days after the date when the circumstances giving
      rise to the adjustment occurred give written notice thereof, by first-class
      mail, postage prepaid, addressed to the Holder as shown on the books of the
      Company, which notice shall state the Warrant Exercise Price resulting from
      such
      adjustment and the increase or decrease, if any, in the number of shares of
      Common Stock purchasable at such price upon the exercise of this Warrant,
      setting forth in reasonable detail the method of calculation and the facts
      upon
      which such calculation is based.

    


    6.           No
      Voting Rights. This Warrant shall not entitle the Holder to any voting
      rights or other rights as a shareholder of the Company.

    


    7.           Notice
      of Transfer of Warrant or Resale of the Warrant Shares.

    


    (a)           Subject
      to the sale, assignment, hypothecation, or other transfer restrictions set
      forth
      in Section 1 hereof, the Holder, by acceptance hereof, agrees to give written
      notice to the Company before transferring this Warrant or transferring any
      Warrant Shares of such Holder’s intention to do so, describing briefly the
      manner of any proposed transfer.  Promptly upon receiving such written
      notice, the Company shall present copies thereof to the Company’s counsel and to
      counsel to the original purchaser of this Warrant. If in the opinion of each
      such counsel the proposed transfer may be effected without registration or
      qualification (under any federal or state securities laws), the Company, as
      promptly as practicable, shall notify the Holder of such opinion, whereupon
      the
      Holder shall be entitled to transfer this Warrant or to dispose of Warrant
      Shares received upon the previous exercise of this Warrant, all in accordance
      with the terms of the notice delivered by the Holder to the Company; provided
      that an appropriate legend may be endorsed on this Warrant or the certificates
      for such Warrant Shares respecting restrictions upon transfer thereof necessary
      or advisable in the opinion of counsel to 

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    the
      Company and satisfactory to the Company to prevent further transfers which
      would
      be in violation of Section 5 of the Securities Act of 1933, as amended (the
      “1933 Act”) and applicable state securities laws; and provided further that the
      Holder and prospective transferee or purchaser shall execute such documents
      and
      make such representations, warranties, and agreements as may be required solely
      to comply with the exemptions relied upon by the Company for the transfer or
      disposition of the Warrant or Warrant Shares.

    


    (b)           If,
      in the opinion of either of the counsel referred to in this Section 7, the
      proposed transfer or disposition of this Warrant or such Warrant Shares
      described in the written notice given pursuant to this Section 7 may not be
      effected without registration or qualification of this Warrant or such Warrant
      Shares the Company shall promptly give written notice thereof to the Holder,
      and
      the Holder will limit its activities in respect to such as, in the opinion
      of
      both such counsel, are permitted by law.

    


    8.           Fractional
      Shares. Fractional shares shall not be issued upon the exercise of this
      Warrant, but in any case where the Holder would, except for the provisions
      of
      this Section, be entitled under the terms hereof to receive a fractional share,
      the Company shall, upon the exercise of this Warrant for the largest number
      of
      whole shares then called for, pay a sum in cash equal to the sum of (a) the
      excess, if any, of the Fair Market Value (as defined in Section 10(d)) of such
      fractional share over the proportional part of the Warrant Exercise Price
      represented by such fractional share, plus (b) the proportional part of the
      Warrant Exercise Price represented by such fractional share.

    


    9.           Registration
      Rights.

    


    (a)           If
      at any time prior to the expiration of three (3) years from the date hereof,
      the
      Company proposes to register under the 1933 Act (except by a Form S-4 or Form
      S-8 Registration Statement or any successor forms thereto) or qualify for a
      public distribution under Section 3(b) of the 1933 Act, any of its equity
      securities or debt with equity features, it will give written notice to all
      Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or
      Section 3(a) hereof, and any Warrant Shares of its intention to do so and,
      on
      the written request of any such Holder given within twenty (20) after receipt
      of
      any such notice (which request shall specify the Warrant Shares intended to
      be
      sold or disposed of by such Holder and describe the nature of any proposed
      sale
      or other disposition thereof), the Company will use its best efforts to cause
      all such Warrant Shares, the Holders of which shall have requested the
      registration or qualification thereof, to be included in such registration
      statement proposed to be filed by the Company; provided, however, that nothing
      herein shall prevent the Company from, at any time, abandoning or delaying
      any
      registration. The right of the Holders to include the Warrant Shares in any
      such
      registration statement may be subject to approval by selling securityholders
      whose securities are being registered in the registration
      statement.  If any registration pursuant to this Section 9(a) is
      underwritten in whole or in part, the Company may require that the Warrant
      Shares requested 

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    for
      inclusion pursuant to this Section 9(a) be included in the underwriting on
      the
      same terms and conditions as the securities otherwise being sold through the
      underwriters.  If a greater number of Warrant Shares is offered for
      participation in the proposed offering than in the reasonable opinion of the
      managing underwriter of the proposed offering can be accommodated without
      adversely affecting the proposed offering, then the amount of Warrant Shares
      proposed to be offered by such Holders for registration, as well as the number
      of securities of any other selling shareholders participating in the
      registration, shall be proportionately reduced to a number deemed satisfactory
      by the managing underwriter.

    


    (b)           With
      respect to each inclusion of securities in a registration statement pursuant
      to
      this Section 9, the Company shall bear the following fees, costs, and expenses:
      all registration, filing and NASD fees, printing expenses, fees and
      disbursements of counsel and accountants for the Company, fees and disbursements
      of counsel for the underwriter or underwriters of such securities (if the
      offering is underwritten and the Company is required to bear such fees and
      disbursements), all internal expenses, the premiums and other costs of policies
      of insurance against liability arising out of the public offering, and legal
      fees and disbursements and other expenses of complying with state securities
      laws of any jurisdictions in which the securities to be offered are to be
      registered or qualified.  Fees and disbursements of special counsel
      and accountants for the selling Holders, underwriting discounts and commissions,
      and transfer taxes for selling Holders and any other expenses relating to the
      sale of securities by the selling Holders not expressly included above shall
      be
      borne by the selling Holders.

    


    (c)           The
      Company hereby indemnifies the Holder, and the officers and directors, if any,
      who control such Holder, within the meaning of Section 15 of the 1933 Act,
      against all losses, claims, damages, and liabilities caused by (1) any untrue
      statement or alleged untrue statement of a material fact contained in any
      Registration Statement or Prospectus prepared in connection with any
      registration statement pursuant to this Section 9 (and as amended or
      supplemented if the Company shall have furnished any amendments thereof or
      supplements thereto), any Preliminary Prospectus or any state securities law
      filings; (2) any omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading except insofar as such losses, claims, damages, or liabilities are
      caused by any untrue statement or omission contained in information furnished
      in
      writing to the Company by such Holder expressly for use therein; and each such
      Holder by its acceptance hereof severally agrees that it will indemnify and
      hold
      harmless the Company, each of its officers who signs such Registration
      Statement, and each person, if any, who controls the Company, within the meaning
      of Section 15 of the 1933 Act, with respect to losses, claims, damages, or
      liabilities which are caused by any untrue statement or alleged untrue
      statement, omission or alleged omission contained in information furnished
      in
      writing to the Company by such Holder expressly for use therein.

    


    10.           Miscellaneous.  Whenever
      reference is made herein to the issue or sale of shares of Common Stock, the
      term “Common Stock” shall include any stock of any class of the Company other
      than preferred stock with a fixed limit on dividends and a fixed amount payable
      in the event of any voluntary or involuntary liquidation, dissolution or winding
      up of the Company.

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
 

    The
      Company will not, by amendment of
      its Articles of Incorporation or through reorganization, consolidation, merger,
      dissolution or sale of assets, or by any other voluntary act or deed, 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,
      but will, at all times in good faith, assist, insofar as it is able, in the
      carrying out of all provisions hereof and in the taking of all other action
      which may be necessary in order to protect the rights of the Holder hereof
      against dilution.

    


    The
      representations, warranties and
      agreements herein contained shall survive the exercise of this
      Warrant.  References to the “holder of” include the immediate holder
      of shares purchased on the exercise of this Warrant, and the word “holder” shall
      include the plural thereof.  This Common Stock Purchase Warrant shall
      be interpreted under the laws of the State of Nevada.

    


    All
      shares of Common Stock or other
      securities issued upon the exercise of the Warrant shall be validly issued,
      fully paid and non-assessable, and the Company will pay all taxes due and
      payable by the issuer in respect of the issuance thereof.

    


    Notwithstanding
      anything contained
      herein to the contrary, the holder of this Warrant shall not be deemed a
      Shareholder of the Company for any purpose whatsoever until and unless this
      Warrant is duly exercised.

    


    Neither
      this Warrant nor any term
      hereof may be changed, waived, discharged or terminated orally but only by
      an
      instrument in writing signed by the part against which enforcement of the
      change, waiver, discharge or termination is sought.

    


    IN
      WITNESS WHEREOF, Interactive Games,
      Inc. has caused this Warrant to be signed by its duly authorized officer
      effective as of _______________, 2007.

    


    “Company”

    


    INTERACTIVE
      GAMES, INC.

    


    


    By
      ______________________________________

    Its:
      _____________

    



    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    To:                 INTERACTIVE
      GAMES, INC.

    


    


    
      	
              NOTICE
                OF EXERCISE OF WARRANT  --

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

            


    

    


    


    The
      undersigned hereby irrevocably elects to exercise the attached Warrant to
      purchase for cash, __________________ of the shares issuable upon the exercise
      of such Warrant, and requests that certificates for such shares (together with
      a
      new Warrant to purchase the number of shares, if any, with respect to which
      this
      Warrant is not exercised) shall be issued in the name of

    


    


    


    


    __________________________________________

    (Print
      Name)

    


    


    


    Please
      insert social security

    or
      other
      identifying number

    of
      registered Holder of

    certificate
      (_____________)                                                                                     Address:

    


    


    __________________________________________

    


    __________________________________________

    


    


    


    Dated:  ____________                                                                           __________________________________________

    Signature*

    


    


    *The
      signature on the Notice of Exercise of Warrant must correspond to the name
      as
      written upon the face of the Warrant in every particular without alteration
      or
      enlargement or any change whatsoever.  When signing on behalf of a
      corporation, partnership, trust or other entity, PLEASE indicate your
      position(s) and title(s) with such entity.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT
      FORM

    


    


    To
      be
      signed only upon authorized transfer of Warrants.

    


    


    


    FOR
      VALUE RECEIVED, the undersigned
      hereby sells, assigns, and transfers unto _______________________________ the
      right to purchase the securities of Interactive Games, Inc. to which the within
      Warrant relates and appoints ______________________, attorney, to transfer
      said
      right on the books of Interactive Games, Inc. with full power of substitution
      in
      the premises.

    


    Dated:  ____________                                                                           __________________________________________

    (Signature)

    


    


    


    Address:

    


    __________________________________________