Exhibit
4.2


 


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 December 1, 2019 (the “Expiration Date”), up to                                                     
(                )
shares of the Company’s common stock, par value $0.001 per share (the “Shares”),
at an exercise  price of $0.98 per share.


 


1.             Exercise of Warrant.


 


(a)           Vesting.  The Holder shall have no right to exercise
this Warrant to purchase the Shares until this Warrant vests as provided
herein.  The rights represented by this
Warrant shall vest and become exercisable in a single lump sum on the earliest
to occur of the following events:


 


(i)            at the open of business on December 31,
2011;


 


(ii)           immediately upon the
occurrence of any event constituting a Change in Control (as defined below); or


 


(iii)          immediately in the event
Holder’s employment with the Company and Plains Energy Investments, Inc.,
a Nevada corporation (“Plains Energy”) is terminated for any reason other than “For
Cause” (as specified in Section 1(b) below).


 


Any of the following shall constitute a “Change in
Control” for the purposes hereof:


 


(iv)          The consummation of a reorganization, merger, share exchange, consolidation or similar transaction, or the sale or disposition of all or substantially all of the assets of the Company, unless, in any case, the persons beneficially owning the voting securities of the Company immediately before that


 

















 


transaction beneficially own, directly or indirectly, immediately after the transaction, at least fifty percent (50%) of the voting securities of the Company or any other corporation or other entity resulting from or surviving the transaction in substantially the same proportion as their respective ownership of the voting securities of the Company immediately prior to the transaction; or
 


(v)           The Company’s shareholders approve a complete
liquidation or dissolution of the Company.


 


(b)          Termination of Warrant “For Cause”.
This Warrant shall automatically terminate and the Holder shall forfeit any and
all unexercised rights hereunder in the event that the Holder’s employment with
the Company and Plains Energy is terminated for any of the following reasons
(each of which reasons shall be considered “For Cause”):


 


(i)            an intentional act of fraud,
embezzlement, theft or any other material violation of law;


 


(ii)           grossly negligent or
intentional damage to the Company’s or Plains Energy’s reputation or assets;


 


(iii)          grossly negligent or
intentional disclosure of Confidential Information and Materials set forth in
the Holder’s Employment Agreement with the Company and Plains Energy;


 


(iv)          the
willful and continued failure to substantially perform required duties for the
Company or Plains Energy (other than as a result of incapacity due to physical
or mental illness); or


 


(v)           a
material breach of the Holder’s Employment Agreement with the Company and
Plains Energy that is not cured within 14 days of receiving notice from the
Company or Plains Energy of such breach.


 


(c)           Exercise Procedures.  The party exercising this Warrant shall
deliver a completed notice of any exercise (in the form attached hereto) to the
Company at its principal office at least three business (3) days prior to
the intended date of exercise.  Such
notice shall be accompanied by the surrender of this Warrant and 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) business
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


 


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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 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.


 


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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, 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.  Holder agrees
and acknowledges that the Merger was not a Change in Control for purposes of
the vesting of the Original Warrant.


 


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.


 


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:
  President, Chief Executive Officer, and Secretary

  



 


SIGNATURE PAGE TO


WARRANT TO PURCHASE


SHARES OF COMMON STOCK


OF ANTE4, INC.


ISSUED TO                                


 


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NOTICE OF


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