Exhibit
4.3


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF CERTAIN STATES AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES.


 


WARRANT


TO PURCHASE


SHARES OF COMMON STOCK


OF


ANTE4, INC.


 


	
  shares of Common Stock

  	
  April 16, 2010

  



 


ante4, Inc.,
a Delaware corporation (the “Company”), hereby agrees that, for value received,
                                                  
(the “Holder”) or its assigns, is entitled, subject to the terms set forth
below, to purchase from the Company at any time or from time to time on or
prior to November 1, 2019 (the “Expiration Date”), up to                                               
(              )
shares of the Company’s common stock, par value $0.001 per share (the “Shares”),
at a price per share of $0.98 per share.


 


1.             Exercise of Warrant.


 


(a)           No  Vesting.  The rights
represented by this Warrant are immediately exercisable.


 


(b)           Cashless Conversion Option.  In lieu of the
payment of cash for the exercise of this Warrant, the Holder shall have the
right (but not the obligation), to require the Company to convert this Warrant
into Shares on a “cashless basis” as provided for in this Subsection 1(b) (the
“Conversion Right”).  Upon exercise of
the Conversion Right, the Company shall deliver to Holder (without payment by
the Holder of any cash) that number of Shares (the “Conversion Shares”) equal
to the quotient obtained by dividing (x) the value of this Warrant at the
time the Conversion Right is exercised (determined by subtracting the aggregate
Warrant exercise price in effect immediately prior to the exercise of the
Conversion Right from the aggregate current market price of all of the Shares
immediately prior to the exercise of the Conversion Right) by (y) the
current market price of one (1) share of the Company’s common stock
immediately prior to the exercise of the Conversion Right.  The current market price of the Company’s
common stock shall be (i) the last sale price on such date on the
principal securities exchange on which shares of the Company’s common stock are
then listed or admitted to trading, (ii) if no sale takes place on such
day on any such exchange, the average of the last reported closing bid


 

















 


and asked prices on such day as officially
quoted on any such exchange, (iii) if shares of the Company’s common stock
are not then listed or admitted to trading on any stock exchange, the average
of the last reported closing bid and asked prices on such day in the
over-the-counter market, as furnished by the National Association of Securities
Dealers Automatic Quotation System or the National Quotation Bureau, Inc.,
(iv) if neither such entity at the time is engaged in the business of
reporting such prices, as furnished by any similar firm then engaged in such
business, or (v) if there is no such firm, the current market price shall
be the price at which the Company most recently issues shares of its common
stock for consideration of any kind.


 


(c)           Exercise Procedures.  The party exercising this Warrant shall
deliver hand-written notice of any exercise to the Company at least three (3) days
prior to the intended date of exercise and by the surrender of this Warrant at
the principal office of the Company and upon payment to the Company of the
purchase price for the Shares. 
Certificates for the Shares so purchased, bearing the restrictive legend
shall be delivered to the address requested by the Holder within three (3) days
after the rights represented by this Warrant have been so exercised, and,
unless this Warrant has expired, a new warrant representing the number of
Shares, if any, with respect to which this Warrant has not been exercised shall
also be delivered to the Holder within such time.  No fractional shares shall be issued upon the
exercise of this Warrant.


 


(d)           The
Company covenants and agrees that all Shares that may be issued upon the
exercise of the rights represented by this Warrant shall, upon issuance, be
duly authorized and issued, fully paid and non-assessable shares of Common
Stock.  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 purposes of issue or transfer upon exercise of the rights evidenced by
this Warrant a sufficient number of shares of Common Stock to provide for the
exercise of the rights represented by this Warrant.  The Company may require that such certificate
or certificates contain on the face thereof a legend indicating that such
shares must be sold under appropriate federal and state laws.


 


2.             Adjustment of Purchase
Price, Reorganization, etc.  In the event the Company shall at any time
hereafter subdivide or combine its outstanding shares of Common Stock, or
declare a stock dividend, the exercise price and number of Shares into which
this Warrant may convert in effect immediately prior to the subdivision,
combination or dividend shall be adjusted to maintain the pro rata
amounts for this Warrant.  In the event
of any capital reorganization or any reclassification of the shares of Common
Stock of the Company, or in the case of any consolidation with or merger of the
Company into or with another corporation, or the sale of all or a majority of
its assets to another corporation effected in such a manner that the holders of
Common Stock shall be entitled to receive stock, securities or assets with
respect to or in exchange for Common Stock, then, as a part of such
reorganization, reclassification, consolidation, merger or sale, as the case
may be, lawful provision shall be made so that the Holder of the warrant shall
have the right thereafter to receive, upon the exercise hereof, the kind and
amount of stock, securities or assets which the Holder would have been entitled
to receive if, immediately prior to such reorganization, reclassification,
consolidation, merger or sale, the Holder had held the number of Shares which
were purchasable upon the exercise of the warrant.  In any such event, an appropriate adjustment
(as determined in good faith by the Board of Directors of the Company) shall be
made in the application of the provisions


 


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set
forth herein with respect to the rights and interest thereafter of the Holder
of the warrant, such that the provisions set forth herein (including provisions
with respect to adjustments of the exercise price) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares of stock
or other property thereafter deliverable upon the exercise of the warrant.


 


3.             Right to Call and Redeem.  If (a) the average closing bid price of
the Company’s Common Stock on NASDAQ (or other national market, exchange or
listing service) is above $2.00 per share (as appropriately adjusted for stock
splits, stock dividends, stock combinations or the like) for a period of thirty
(30) consecutive trading days, (b) there is an effective registration
statement for the resale of Common Stock underlying the Warrants on the date
the Warrants are called, and (c) the Holder is not subject to a lockup
agreement with the Company on the date the Warrants are called, then the
Company shall have the right, at any time upon thirty (30) days’ prior written
notice, to call and redeem all or any portion of this Warrant (in any such
case, the “Call Right”).  The Company
shall exercise the Call Right by delivering written notice to the Holder,
indicating the Company’s exercise of the Call Right described herein and the
date such redemption shall take place absent a valid exercise of the Warrant
(the “Redemption Date”).  Upon the
Company’s exercise of the Call Right, the purchase price for such redemption
shall equal one-tenth of One Cent ($0.001) per share issuable hereunder and
redeemed pursuant to the Call Right. 
Notwithstanding the foregoing, the Holder shall be entitled to exercise
all or any portion of the Warrant, pursuant to the terms set forth in this
Warrant, prior to the Redemption Date.


 


4.             Transferability.  This Warrant and all rights hereunder are
non-transferable without the Company’s the express written consent.


 


5.             Voting.  This Warrant shall not entitle the Holder
hereof through the use of this Warrant to any voting rights or other rights as
a shareholder of the Company.


 


6.             Reservation of Common Stock.  A number of shares of Common Stock sufficient
to provide for the exercise of this Warrant upon the basis herein set forth
shall at all times be reserved for the exercise thereof.


 


7.             Relationship to Previous
Warrant.  This Warrant is issued in
connection with that certain merger transaction by and among the Company,
Plains Energy Investments, Inc., a Nevada corporation (“Plains Energy”),
and Plains Energy Acquisition Corp.  This
Warrant supersedes and replaces that certain warrant issued to the Holder by
Plains Energy dated January 25, 2010 (the “Original Warrant”), in its
entirety, and the Holder hereby waives any and all rights set forth in the
Original Warrant and any other warrants issued by Plains Energy.


 


8.             Miscellaneous.  The Company will not by amendment of its Certificate
of Incorporation or through reorganization, consolidation, merger, dissolution
or sale, or by any other voluntary act or deed, avoid or seek to avoid the
observance or performance of any of the 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.


 


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The representations, warranties and agreements
herein contained shall survive the exercise of this Warrant.  All Shares of Common Stock or other
securities issued upon the exercise of the warrant shall be validly issued,
fully paid and non-assessable.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, this
Warrant has been duly executed by the undersigned, as of the date first set
forth above.


 


	
   

  	
  ante4, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  Steven Lipscomb

  
	
   

  	
  Its:
  Chief Executive Officer

  



 


SIGNATURE PAGE TO


WARRANT TO PURCHASE


SHARES OF COMMON STOCK


OF ANTE4, INC.


ISSUED TO JAMES R.
SANKOVITZ


 


5

















 


WARRANT EXERCISE


 


(To be signed upon exercise of warrant)


 


The undersigned, the holder of the foregoing
warrant, hereby irrevocably elects to exercise the purchase right represented
by such warrant for, and to purchase thereunder                                     
shares of common stock of ante4, Inc., to which such warrant relates and
herewith makes payment of $                      
therefore in cash or by certified check and requests that the certificate for
such share be issued in the name of, and be delivered to                                 ,
whose address is set forth below the signature of the undersigned.


 


 


	
  Dated:
                                      ,
  20

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security
  or Tax Identification No.

  



 


 


Accepted
this          day of                           ,
20      .


 


	
  ante4, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
  Its

  	
   

  	
   

  



 


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