EXHIBIT 4.7
THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES ACT, AND MAY NOT BE
TRANSFERRED WITHOUT REGISTRATION UNDER SUCH
ACTS OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO
THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT TO PURCHASE
COMMON STOCK
Series G No. __
TRANS WORLD GAMING CORP.
(a Nevada corporation)
Dated: October __, 1999
THIS CERTIFIES that __________________ (together with its successors or
permitted assigns, the "Holder") is entitled to purchase from Trans World
Gaming Corp., a Nevada corporation ("Company") up to ________ shares of the
Company's common stock, par value $.001 per share (the "Common Stock"), at a
purchase price of $.01 per share of Common Stock (the "Warrant Price"),
subject to adjustment as hereafter provided.
This Warrant is issued pursuant to that certain Subscription Agreement
dated as of October __, 1999 (the "Agreement"), between the Company and the
Holder.
1. EXERCISE OF THE WARRANT.
The rights represented by this Warrant may be exercised at any time on
or before 5:00 p.m., New York time, on March 31, 2008, in whole or in part, by
(i) the surrender of this Warrant (with the purchase form at the end hereof
properly executed) at the principal executive 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); (ii) payment to the Company of the Warrant Price then in effect for
the number of shares of
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Common Stock specified in the above-mentioned purchase form together with
applicable stock transfer taxes, if any; and (iii) delivery to the Company of
a duly executed agreement signed by the person(s) designated in the purchase
form to the effect that such person(s) agree(s) to be bound by the provisions
of Paragraph 5 and subparagraph (b), (c) and (d) of Paragraph 6 hereof. This
Warrant shall be deemed to have been exercised, in whole or in part to the
extent specified, immediately prior to the close of business on the date this
Warrant is surrendered and payment is made in accordance with the foregoing
provisions of this Paragraph 1, and the person or persons in whose name or
names the certificates for the Common Stock shall be issuable upon such
exercise shall become the Holder or Holders of record of such Common Stock at
that time and date. The Common Stock so purchased shall be delivered to the
Holder within a reasonable time, not exceeding ten (10) business days, after
the rights represented by this Warrant shall have been so exercised. If
at any time this Warrant is exercised as to less than the total number of
shares for which it may be exercised, and this Warrant shall not have expired,
the Company shall promptly issue to the Holder a new Warrant identical in form
as to this Warrant as to the remaining shares hereunder.
2. TRANSFER.
Subject to the legend set forth at the top of the first page hereof,
this Warrant may be assigned in whole or in part by the Holder by (i)
completing and executing the form of assignment at the end hereof and (ii)
surrendering this Warrant with such duly completed and executed assignment
form for cancellation, accompanied by funds sufficient to pay any transfer
tax, at the office or agency of the Company referred to in Paragraph 9(b),
hereof; whereupon the Company shall issue, in the name or names specified by
the Holder (including the Holder) a new Warrant or Warrants of like tenor and
representing in the aggregate rights to purchase the same number of shares of
Common Stock as are then purchasable hereunder.
3. COVENANTS OF THE COMPANY.
(a) The Company covenants and agrees that all Common Stock and
Common Stock issuable upon exercise of this Warrant will, upon issuance, be
duly and validly issued, fully paid and nonassessable and no personal
liability will, for Company obligations, attach to the holder thereof by
reason of being such a holder, other than as set forth herein.
(b) The Company covenants and agrees that during the period
within which this Warrant may be exercised, the Company will at all times have
authorized and reserved a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.
4. NO RIGHTS OF STOCKHOLDER.
This Warrant shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company, either at law or in equity, and the
rights of the Holder are limited to
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those expressed in this Warrant and are not enforceable against the Company
except to the extent set forth herein.
5. REGISTRATION.
(a) The Holder shall have the right to have the shares of Common
Stock underlying this Warrant registered as part of the next public offering
of the Common Stock. Upon the written request of any combination of the
holders of Common Stock or of Warrants issued by the Company and collectively
exercisable into not less than 100,000 shares of Common Stock (as such number
may be adjusted under Paragraph 7), and on a one-time basis, the Company shall
file, within ninety (90) days after written request such registration, and use
its best efforts to cause to be declared effective ninety (90) days
thereafter, by the Securities and Exchange Commission, a registration
statement or post-effective amendment thereto as permitted under the
Securities Act of 1933, as amended (the "Act"), covering the sale by the
Holder of the Common Stock issuable upon exercise of this Warrant or any
portion hereof (the "Registerable Securities"). The Company shall supply
prospectuses in order to facilitate the public sale or other disposition of
the Registerable Securities, use its best efforts to register and qualify any
of the Registerable Securities for sale in such states as such Holder
reasonably designates and do any and all other acts and things which may be
necessary to enable such Holder to consummate the public sale of the
Registerable Securities, and furnish indemnification in the manner provided in
Paragraph 6 hereto. The Holder shall furnish information reasonably requested
by the Company in accordance with such post-effective amendments or
registration statements, including its intentions with respect thereto, and
shall furnish indemnification as set forth in Paragraph 6.
(b) The Company will maintain such registration statement or
post-effective amendment current and effective under the Act until two years
following the expiration of the exercisability of this Warrant, or until
shares owned by the Holder are eligible for sale without restriction under
Rule 144.
(c) The Company shall bear the entire cost and expense of any
registration of securities under Paragraph 5 hereof. Notwithstanding the
foregoing, any Holder whose Registerable Securities are included in any such
registration statement pursuant to this Paragraph 5 shall, however, bear the
fees of any counsel retained by him and any transfer taxes or underwriting
discounts or commissions applicable to the Registerable Securities sold by him
pursuant thereto.
(d) In addition the Company shall:
(i) furnish to the Holder such numbers of copies of a
summary prospectus or other prospectus, including a preliminary prospectus or
any amendment or supplement to any prospectus, in conformity with the
requirements of the 1933 Act, and such
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other documents, as the Holder may reasonably request in order to facilitate
the public sale or other disposition of the securities owned by the Holder;
(ii) use its best efforts to register and qualify the
securities covered by such registration statement under such other securities
or blue sky laws of such jurisdictions as the Holder shall reasonably request,
and do any and all other acts and things which may be necessary or advisable
to enable such Holder to consummate the public sale or other disposition in
such jurisdictions of the securities owned by such Holder, except that the
Company shall not for any such purpose be required to qualify to do business
as a foreign corporation in any jurisdiction wherein it is not so qualified or
to file therein any general consent to service of process;
(iii) use its best efforts to list such securities on any
securities exchange on which any securities of the Company is then listed, if
the listing of such securities is then permitted under the rules of such
exchange;
(iv) enter into and perform its obligations under an
underwriting agreement, if the offering is an underwritten offering, in usual
and customary form, with the managing underwriter or underwriters of such
underwritten offering;
(v) notify the Holder of Registrable Securities covered by
such registration statement, at any time when a prospectus relating thereto
covered by such registration statement is required to be delivered under the
1933 Act, of the happening of any event of which it has knowledge as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing; and
(vi) furnish, at the request of the Holder on the date such
Registrable Securities are delivered to the underwriters for sale pursuant to
such registration or, if such Registrable Securities are not being sold
through underwriters, on the date the registration statement with respect to
such Registrable Securities becomes effective, (i) an opinion, dated such
date, of the counsel representing the Company for the purpose of such
registration, addressed to the underwriters, if any, and to the Holder making
such request, covering such legal matters with respect to the registration in
respect of which such opinion is being given as the Holder of such Registrable
Securities may reasonably request and are customarily included in such an
opinion and (ii) letters, dated, respectively, (1) the effective date of the
registration statement and (2) the date such Registrable Securities are
delivered to the underwriters, if any, for sale pursuant to such registration,
from a firm of independent certified public accountants of recognized standing
selected by the Company, addressed to the underwriters, if any, and to the
Holder making such request, covering such financial, statistical and
accounting matters with respect to the registration in respect of which such
letters are being given as the Holder of such Registrable Securities may
reasonably request and are customarily included in such letters; and
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(vii) take such other actions as shall be reasonably
requested by any Holder to facilitate the registration and sale of the
Registrable Securities.
6. INDEMNIFICATION.
(a) Whenever pursuant to Paragraph 5 a registration statement
relating to any Registerable Securities is filed under the Act, amended or
supplemented, the Company will indemnify and hold harmless each Holder of the
Registerable Securities covered by such registration statement, amendment or
supplement (such holder hereinafter referred to as the Distributing Holder),
each person, if any, who controls (within the meaning of the Act) the
Distributing Holder, and each officer, director, employee, partner or agent of
the Distributing Holder, and each underwriter (within the meaning of the Act)
of such securities and each person, if any, who controls (within the meaning
of the Act) any such underwriter and each officer, director, employee, agent
or partner of such underwriter against any losses, claims, damages or
liabilities joint or several, to which the Distributing Holder, any such
underwriter or any other person described above may become subject under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
such registration statement or any preliminary prospectus or final prospectus
constituting a part thereof or any amendment or supplement thereto, or arise
out of or are based upon the omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and will reimburse the Distributing Holder and each such
underwriter or such other person for any legal or other expenses reasonably
incurred by the Distributing Holder, or underwriter or such other person, in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case (i) to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in said registration statement, said
preliminary prospectus, said final prospectus or said amendment or supplement
in reliance upon and in conformity with written information furnished by such
Distributing Holder, any other Distributing Holder or any such an underwriter
or any other such person for use in the preparation thereof, and (ii) such
losses, claims, damages or liabilities arise out of or are based upon any
actual or alleged untrue statement or omission made in or from any preliminary
prospectus, but corrected in the final prospectus, as amended or supplemented.
(b) Whenever pursuant to Paragraph 5 a registration statement
relating to the Registerable Securities is filed, amended or supplemented
under the Act, the Distributing Holder will indemnify and hold harmless the
Company and each underwriter, each of their respective directors, each of
their respective officers, employees, partners and agents thereto, and each
person, if any, who controls the Company (within the meaning of the Act)
against any losses, claims, damages or liabilities to which the Company or any
such director, officer, employees, partners and agents or controlling person
may become subject under the Act or otherwise, insofar
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as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue or alleged untrue statement of any
material fact contained in any such registration statement or any preliminary
prospectus or final prospectus constituting a part thereof, or any amendment
or supplement thereto, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent that such untrue statement or
alleged untrue statement or omission was made in said registration statement,
said preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written information
furnished by such Distributing Holder for use in the preparation thereof; and
will reimburse the Company or any such director, officer, employees, partners
and agents or controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action.
(c) Promptly after receipt by an indemnified party under this
Paragraph 6 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against any
indemnifying party, give the indemnifying party notice of the commencement
thereof; but the omission to so notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise
than under this Paragraph 6.
(d) In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnified party will be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnifying party, and after notice from the indemnified party to such
indemnifying party of its election to so assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Paragraph 6 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
7. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SECURITIES.
(a) The Warrant Price shall be subject to adjustment from time
to time as follows:
(i) In case the Company shall at any time after the date
hereof pay a dividend in shares of Common Stock or
make a distribution in shares of Common Stock, then
upon such dividend or distribution the Warrant Price
in effect immediately prior to such dividend or
distribution shall forthwith be reduced to a price
determined by dividing:
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(A) an amount equal to the total number of shares of
Common Stock outstanding immediately prior to
such dividend or distribution multiplied by the
Warrant Price in effect immediately prior to
such dividend or distribution, by
(B) the total number of shares of Common Stock
outstanding immediately after such issuance or
sale.
For the purposes of any computation to be made in accordance
with the provision of this clause (i), the following provisions shall be
applicable: Common Stock issuable by way of dividend or other distribution on
any stock of the Company shall be deemed to have been issued immediately after
the opening of business on the date following the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution.
(ii) In case the Company shall at any time subdivide or
combine the outstanding Common Stock, the Warrant
Price shall forthwith be proportionately decreased in
the case of subdivision or increased in the case of
combination. Any such adjustment shall become
effective at the time such subdivision or combination
shall become effective.
(iii) In case the Company shall at any time or from
time to time issue or sell shares of Common Stock (or
securities convertible into or exchangeable for shares
of Common Stock, or any options, warrants or other
rights to acquire shares of Common Stock) at a price
per share less than the Market Price per share of
Common Stock (treating the price per share of any
security exchangeable or exercisable into Common Stock
as equal to (x) the sum of the price for such security
convertible, exchangeable or exercisable into Common
Stock plus any additional consideration payable
(without regard to any anti-dilution adjustments) upon
the conversion, exchange or exercise of such security
into Common Stock divided by (y) the number of shares
of Common Stock initially underlying such convertible,
exchangeable or exercisable security), other than
issuance or sales of Common Stock pursuant to any
employee benefit plan, then, and in each such case,
the number of shares of Common Stock thereafter
purchasable upon exercise of a Warrant shall be
determined by multiplying the number of shares of
Common Stock theretofore purchasable upon exercise of
each Warrant by a fraction (A) the numerator of which
shall be the sum of the number of shares of Common
Stock outstanding on such date plus the number of
additional shares of Common Stock issued (or the
maximum number into which such convertible or
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exchangeable securities initially may convert or
exchange or for which such options, warrants or other
rights initially may be exercised) and (B) the
denominator of which shall be the sum of the number of
shares of Common Stock outstanding on such date plus
the number of shares of Common Stock which the
aggregate consideration for the total number of such
additional shares of Common Stock so issued (or into
which such convertible or exchangeable securities may
convert or exchange or for which such options,
warrants or other rights may be exercised plus the
aggregate amount of any additional consideration
initially payable upon conversion, exchange or
exercise of such security) would purchase at the
Market Price per share of Common Stock on such date.
Such adjustment shall be made whenever such shares,
securities, options, warrants or other rights are
issued, and shall become effective retroactively
immediately after the close of business on the record
date for the determination of stockholders entitled to
receive such shares, securities, options, warrants or
other rights; PROVIDED, that the determination as to
whether an adjustment is required to be made pursuant
to this Section 7(a) shall only be made upon the
issuance of such shares or such convertible or
exchangeable securities, options, warrants or other
rights, and not upon the issuance of the security into
which such convertible or exchangeable security
converts or exchanges, or the security underlying such
option, warrant or other right. Notwithstanding the
foregoing, in the event of such issuance or sale of
Common Stock at a cash price less than the Market
Price, no such adjustment under this Section 7(a) need
be made to the number of shares underlying the Warrant
unless such adjustment would require an increase or
decrease of at least 1% of the number of shares
underlying the Warrant. Any lesser adjustment shall
be carried forward and shall be made at the time of
and together with the next subsequent adjustment
which, together with any adjustment or adjustments so
carried forward, shall amount to an increase or
decrease of at least 1% of number of shares underlying
the Warrant. For the purpose of this Agreement, the
term "Market Price" shall mean (i) if the Common Stock
is traded in the over-the-counter market or on the
National Association of Securities Dealers, Inc.
Automated Quotations System ("NASDAQ"), the average
per share closing prices of the Common Stock on the 20
consecutive trading days immediately preceding the
date in question as reported by NASDAQ or an
equivalent generally accepted reporting service, or
(ii) if the Common Stock is traded on a national
securities exchange, the average for the 20
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consecutive trading days immediately preceding the
date in question of the daily per share closing prices
of the Common Stock on the principal stock exchange on
which it is listed, as the case may be. The closing
price referred to above shall be the last reported
sales 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 national
securities exchange or automated quotation system on
which the Common Stock is then listed. Whenever the
number of shares of Common Stock purchasable upon
exercise of each Warrant is adjusted, the Warrant
Price for each share of Common Stock payable upon
exercise of each Warrant shall be adjusted by
multiplying such Warrant Price immediately prior to
such adjustment by a fraction, the numerator of which
shall be the number of shares of Common Stock
purchasable upon the exercise of each Warrant
immediately prior to such adjustment and the
denominator of which shall be the number of shares of
Common Stock purchasable immediately after such
adjustment.
(iv) Within a reasonable time after the close of each
quarterly fiscal period of the Company during which
the Warrant Price or number of shares issuable upon
exercise of this Warrant has been adjusted as herein
provided, the Company shall deliver to the Holder a
certificate signed by the President or Vice President
of the Company and by the Treasurer or Assistant
Treasurer or the Secretary or an Assistant Secretary
of the Company, showing in detail the facts requiring
all such adjustments occurring during such period and
the Warrant Price after each such adjustment.
(b) In the event that the number of outstanding shares of Common
Stock is increased by a stock dividend or distribution payable in Common Stock
or by a subdivision of the outstanding Common Stock, then, from and after the
record date thereof, by reason of such dividend, distribution or subdivision,
the number of shares of Common Stock issuable upon the exercise of the Warrant
shall be increased in proportion to such increase in outstanding shares. In
the event that the number of shares of Common Stock outstanding is decreased
by a combination of the outstanding Common Stock, then, from and after the
record date thereof, the number of shares of Common Stock issuable upon the
exercise of the Warrant shall be decreased in proportion to such decrease in
the outstanding shares of Common Stock.
(c) In case of any reorganization or reclassification of the
outstanding Common Stock (other than a change in par value, or from par value
to no par value, or as a result of a subdivision or combination), or in case
of any consolidation of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger in which the
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Company is the continuing corporation and which does not result in any
reclassification of the outstanding Common Stock), 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, the holder of the Warrant then
outstanding shall thereafter have the right to purchase the kind and amount of
shares of common stock and other securities and property receivable upon such
reorganization, reclassification, consolidation, merger, sale or conveyance by
a holder of the number of shares of Common Stock which the holder of the
Warrant shall then be entitled to purchase; such adjustments shall apply with
respect to all such changes occurring between the date of this Warrant
Agreement and the date of exercise or expiration of the Warrant.
(d) Subject to the provisions of this Section, in case the
Company shall, at any time prior to the exercise of the Warrant, desire to
declare a dividend or make any distribution of its assets to holders of its
Common Stock, whether as a liquidating or a partial liquidating dividend or
for any other purpose, the Company shall provide the holder of the Warrant
with written notice of such intent not less than thirty (30) days prior to the
record date to determine holders of Common Stock entitled to receive such
distribution and the holder of this Warrant shall have until 5:00 p.m. EST on
the twentieth (20th) day following the actual receipt of such notice to elect
whether to exercise this Warrant in accordance with the terms herein. In the
event of proper election to exercise the Warrant, the holder of this Warrant
shall be deemed to be a holder of Common Stock as of the record date for such
distribution. Should the holder of the Warrant elect to exercise his Warrant
within 20 days after the record date for the determination of those holders of
Common Stock entitled to such dividend or distribution, he shall be entitled
to receive for the Warrant Price per Warrant, in addition to each share of
Common Stock, the amount of such distribution (or, at the option of the
Company, a sum equal to the value of any such assets at the time of such
distribution as determined by the Board of Directors of the Company in good
faith), which would have been payable to the holder had he been the holder of
record of the Common Stock receivable upon exercise of his Warrant on the
record date for the determination of those entitled to such distribution.
(e) In case of the dissolution, liquidation or winding-up of
the Company, all rights under the Warrant shall terminate on a date fixed by
the Company, such date to be no earlier than ten (10) days prior to the
effectiveness of such dissolution, liquidation or winding-up and not later
than five (5) days prior to such effectiveness. Notice of such termination of
purchase rights shall be given to the last registered holder of this Warrant,
as the same shall appear on the books of the Company, by registered mail at
least thirty (30) days prior to such termination date.
(f) In case the Company shall, at any time prior to the
expiration of this Warrant and prior to the exercise thereof, offer to the
holders of its Common Stock any rights to subscribe for additional shares of
any class of the Company, then the Company shall give written notice thereof
to the last registered holder hereof not less than thirty (30) days prior to
the date on which the books of the Company are closed or a record date is
fixed for the determination of the stockholders entitled to such subscription
rights. Such notice shall specify the date as to which
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the books shall be closed or record date fixed with respect to such offer of
subscription and the right of the holder hereof to participate in such offer
of subscription shall terminate if this Warrant shall not be exercised on or
before the date of such closing of the books or such record date.
(g) Any adjustment pursuant to the aforesaid provisions shall
be made on the basis of the number of shares of Common Stock which the holder
thereof would have been entitled to acquire by the exercise of the Warrant
immediately prior to the event giving rise to such adjustment.
(h) Irrespective of any adjustment in the Warrant Price or the
number or kind of shares purchasable upon exercise of this Warrant, Warrants
previously or hereafter issued may continue to express the same price and
number and kind of shares as are stated in this Warrant.
(i) The Company shall retain a firm of independent public
accountants (who may be any such firm regularly employed by the Company) to
make any computation required under this Section.
(j) If at any time, as a result of an adjustment made pursuant
to this Paragraph 7, the Holder of this Warrant shall become entitled to
purchase any securities other than shares of Common Stock, thereafter the
number of such securities so purchasable upon exercise of each Warrant and the
Warrant Price for such shares 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 the Common Stock.
8. FRACTIONAL SHARES.
The Company shall not be required to issue fractions of shares of Common
Stock on the exercise of this Warrant; provided, however, that if a Holder
exercises all the Warrants held of record by such Holder, the fractional
interests shall be eliminated by rounding any fraction up to the nearest whole
number of shares, if the fraction is equal to or greater than .5, and down if
the fraction is less than .5.
9. MISCELLANEOUS.
(a) This Warrant shall be governed by and in accordance with
the laws of the State of New York.
(b) All notices, requests, consents and other communications
hereunder shall be made in writing and shall be deemed to have been duly made
when delivered, or mailed by registered or certified mail, return receipt
requested: (i) if to a Holder, to the address of such Holder as shown on the
books of the Company, or (ii) if to the Company, One Penn Plaza, Suite 1503,
New York, NY 10119.
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(c) All the covenants and provisions of this Warrant by or for
the benefit of the Company and the Holders inure to the benefit of their
respective successors and assigns hereunder.
(d) Nothing in this Warrant other than Section 6 shall be
construed to give to any person or corporation other than the Company and the
registered Holder or Holders, any legal or equitable right, and this Warrant
is for the sole and exclusive benefit of the Company and the Holder or
Holders.
IN WITNESS WHEREOF, Trans World Gaming Corp. has caused this
Warrant to be signed by its duly authorized officer and this Warrant to be
dated October __, 1999.
TRANS WORLD GAMING CORP.
By:________________________
Its: ______________________
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FORM OF
NOTICE OF EXERCISE
(To be executed upon partial or full
exercise of the Warrants represented hereby)
The undersigned registered Holder of the Warrants represented by the attached
Warrant Certificate irrevocably exercises such Warrant for and purchases
______________________ (___________) shares of Common Stock of Trans World
Gaming Corp. (the "Company").
The undersigned herewith makes payment therefore in the amount of $
____________, consisting of $ ____________ by wire transfer or certified or
cashiers' check at a price of $_____ per share and requests that a certificate
(or certificates) in denominations of ______________ (___________) shares of
Common Stock of the Company hereby purchased be issued in the name of and
delivered to the undersigned or such designee of the undersigned and, if such
shares of Common Stock (together with any shares issued upon exercise of other
Warrants or replacement Warrants) shall not include all of the shares of
Common Stock issuable upon exercise of all Warrants represented by such
Warrant Certificate (or if a new or replacement Warrant is otherwise to be
provided pursuant to the Warrant Certificate), that a new or replacement
Warrant Certificate of like tenor for the number of Warrants not being
exercised (and not being surrendered) hereunder be issued in the name of and
delivered to the undersigned, whose address is __________________________.
Dated: __________, __.
________________________
(Signature of Registered Holder)
By:______________________
Title:____________________
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