Exhibit 4.5


 


LOCK-UP LETTER AGREEMENT


 


ante4, Inc.


5700 Wilshire Boulevard, Suite 625


Los Angeles, California 90036


 


Ladies and Gentlemen:


 


Reference is made to that
certain Agreement and Plan of Merger, dated as of April       ,
2010 (the “Merger Agreement”), by and among ante4, Inc., a Delaware
corporation (“ante4”), Plains Energy Acquisition Corp., a Delaware corporation
and wholly owned subsidiary of ante4 (“PAC”), and Plains Energy Investments, Inc.,
a Nevada corporation (“Plains Energy”), pursuant to which PAC will be merged
with and into Plains Energy (the “Merger”), with the result that Plains Energy shall
be the surviving corporation in the Merger and continue as a wholly owned
subsidiary of ante4.  The undersigned, a
stockholder of Plains Energy, understands that, upon consummation of the
Merger, he will receive shares of ante4 Common Stock as part of the Merger
Consideration.  Any capitalized term used
herein without definition shall have the meaning ascribed to such term in the
Merger Agreement.


 


Pursuant to the Merger
Agreement and in recognition of the benefit that the Merger will confer upon
the undersigned, to induce ante4 to consummate the Merger, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned stockholder hereby irrevocably agrees that, without the prior
written consent of ante4, which consent may be withheld in ante4’s sole
discretion for any reason or no reason, the undersigned will not, directly or
indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or
enter into any transaction or device that is designed to, or could be expected
to, result in the disposition by any person at any time in the future of) any
shares of ante4 Common Stock that is owned or controlled by the undersigned
during the Lock-Up Period (as defined below) (including, without limitation,
shares of ante4 Common Stock that may be deemed to be beneficially owned by the
undersigned in accordance with the rules and regulations of the SEC, and
shares of ante4 Common Stock that may be issued upon exercise of any options or
warrants or other securities convertible into or exercisable or exchangeable
for shares of ante4 Common Stock), (2) enter into any swap, hedge, short
sale, or other derivatives transaction that transfers to another, in whole or
in part, any of the economic benefits or risks of ownership of shares of ante4 Common
Stock, whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of ante4 Common Stock or other securities, in cash
or otherwise, or (3) publicly disclose the intention to do any of the
foregoing, for a period commencing on the date hereof and ending one (1) year
after the Effective Time (such period, the “Lock-Up Period”).  Notwithstanding the foregoing, subject to the
conditions below, the undersigned may transfer shares of ante4 Common Stock: (i) by
bona fide gift; or (ii) to any trust for the benefit of the undersigned or
any member of the undersigned’s immediate family (as defined below); provided it shall be a condition to any transfer pursuant to
clauses (i) and/or (ii) above that that each resulting transferee of
shares of ante4 Common Stock executes and delivers to ante4 an agreement
satisfactory to ante4 in which such transferee agrees to be bound by the terms
of this Agreement for the remainder of the Lock-Up Period.  For purposes of this Agreement, “immediate
family” means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, of the undersigned.


 


In order to enforce the
foregoing covenant, ante4 may impose stop transfer instructions with respect to
any shares of ante4 Common Stock owned or controlled by the undersigned until
the end of the Lock-Up Period.


 

















 


This Agreement shall be
governed by and construed in accordance with the laws of the State of Minnesota,
without regard to the conflict of laws principles thereof.


 


This Agreement is
irrevocable and will be binding on the undersigned and the respective
successors, heirs, personal representatives, and permitted assigns of the
undersigned.


 


[Signature
Page Follows]


 

















 


The undersigned hereby
represents and warrants that the undersigned has full power and authority to
enter into this Lock-Up Letter Agreement and that, upon request, the
undersigned will execute any additional documents necessary in connection with
the enforcement hereof.


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name: