Exhibit
4.5 - Form of Warrant dated September 14, 2009

    


    THIS
WARRANT, AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS
WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”) OR ANY OTHER SECURITIES LAWS.  THIS WARRANT HAS BEEN
ACQUIRED FOR INVESTMENT, AND NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE
SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF
THEM UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR RECEIPT BY THE
COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY
THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. NEITHER
THIS WARRANT NOR ANY OF SUCH SHARES MAY BE TRANSFERRED EXCEPT UPON THE
CONDITIONS SPECIFIED IN THIS WARRANT, AND NO TRANSFER OF THIS WARRANT OR ANY OF
SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL
HAVE BEEN COMPLIED WITH.

    


    STOCK
PURCHASE WARRANT

    


    For
197,461 Shares

    of the
Common Stock of

    Internet
America, Inc.

    


    BY THIS
WARRANT, Internet America, Inc., a Texas corporation (the "Company"), certifies
that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Holder is entitled to subscribe for and purchase from
the Company, at the times and subject to the terms and conditions set forth
herein, a total of one hundred ninety seven thousand four hundred sixty-one
(197,461) fully paid and nonassessable shares of Common Stock, $.01 par value
per share, of the Company (“Common Stock”), at an exercise price of thirty-eight
cents ($.38) per share (the “Exercise Price”), subject to adjustment from time
to time pursuant to the provisions of Section 5 hereof.

    


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

    


    1.Definitions.  For
the purpose of the Warrant, the following terms, whether or not capitalized or
underlined in the text of this Warrant, shall have the following
meanings:

    


    “Commission” shall
mean the U.S. Securities and Exchange Commission or any other governmental
authority at the time administering the Securities Act.

    


    “Company” shall have
the meaning specified in the introduction to this Warrant, and shall include any
corporation or business entity resulting from the merger, consolidation or
conversion of the Company.

    


    “Fair Market Price Per
Share” shall mean the average of the closing sales prices, if available,
or the average of the bid and asked prices for the Common Stock on the principal
market therefor for the five trading days preceding the day which is two
business days prior to the day of exercise, or if no such price is available, by
an appraiser selected by the holder hereof and reasonably acceptable to the
Company and such appraisal shall be the sole expense of the
Company.  The determination of such appraiser shall be conclusive and
binding on the Holder hereof and the Company.

    


    “Securities Act” shall
mean the Securities Act of 1933, as amended, or any similar or successor federal
statute, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time.  Reference to a particular
section of the Securities Act shall include a reference to the comparable
section, if any, of any such similar or successor federal statute.

    


    “Warrant(s)” shall
mean this Warrant issued by the Company, including all amendments thereto and
all warrants issued in exchange, transfer or replacement
therefor.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    “Warrant Shares” shall
mean the shares of Common Stock purchased or purchasable upon the exercise of
the Warrant.

    


    2.Vesting and
Term.  The rights represented by this Warrant are fully vested,
and the Warrant is immediately exercisable.  The Warrant and the
rights represented hereby shall terminate at midnight, Central Time, on the
fifth anniversary of the date of issuance of this Warrant (the "Expiration
Date").

    


    3.Exercise; Issuance of
Certificates; Payment for Shares.  The rights represented by
this Warrant may be exercised by the Holder, in whole or in part, by the
surrender of this Warrant, together with a completed Exercise Agreement in the
form attached hereto (“Exercise Agreement”), during normal business hours on any
business day at the principal 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 such Holder appearing on the books of the Company) at any time
prior to the Expiration Date and upon payment to the Company by certified check
or wire transfer in an amount equal to the Exercise Price for the Warrant Shares
to be purchased in connection with such exercise.  The Company agrees
that the shares so purchased shall be and are deemed to be issued to the Holder
or its designee (subject to the transfer restrictions applicable to this Warrant
or to Warrant Shares) as the record owner of such shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such shares as aforesaid.

    


    Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in said
Exercise Agreement, shall be delivered to the Holder within a reasonable time
after the rights represented by this Warrant shall have been so
exercised.  The stock certificate or certificates so delivered shall
be in such denominations as may be requested by the Holder, shall be registered
in the name of said Holder or such other name as shall be designated by said
Holder (subject to the transfer restrictions applicable to this Warrant and to
the Warrant Shares) and shall bear a restrictive legend similar to that on this
Warrant unless in the opinion of counsel to the Holder such legend is not
required in order to comply with the Securities Act.  If this Warrant
shall have been exercised only in part, then, unless this Warrant has expired,
the Company shall, at its expense, at the time of delivery of said stock
certificates(s), deliver to said Holder a new Warrant representing the right to
purchase the number of shares of Common Stock with respect to which this Warrant
shall not then have been exercised.  The Company shall
pay  all expenses and charges payable in connection with the
preparation, execution and delivery of stock certificates (and any new Warrants)
except that, in case such stock certificates shall be registered in a name or
names other than the Holder of this Warrant or such Holder’s nominee, funds
sufficient to pay all stock transfer taxes which shall be payable in connection
with the execution and delivery of such stock certificates shall be paid by the
Holder to the Company at the time of delivery of such stock certificates by the
Company as mentioned above.

    


    This Warrant shall be exercisable only
for a whole number of Warrant Shares.  No fractions of shares of
Common Stock, or scrip for any such fractions of shares, shall be issued upon
the exercise of this Warrant.  The Company shall pay a cash adjustment
in respect of such fractional interest in an amount equal to the Fair Market
Price Per Share of one share of Common Stock at the time of such exercise
multiplied by such fraction computed to the nearest whole cent.

    


    4.Shares to be Fully Paid;
Reservation of Shares.  The Company covenants and agrees that
all Warrant Shares will be duly authorized and validly issued and upon issuance
in accordance with the terms and conditions hereof, will be fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.  Without limiting the generality of the foregoing, the
Company covenants and agrees that it will from time to time take all such action
as may be required to assure that the par value per Warrant Share is at all
times equal to or less than the Exercise Price then in effect. 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 upon exercise of the
subscription 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 and any other warrants.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.Reclassifications,
Consolidation, Merger or Sale of Assets.  If the Company shall
effect any reclassification or similar change of outstanding shares of the
Common Stock, (including without limitation, a subdivision of the outstanding
shares of Common Stock into a larger number of shares of Common Stock or a
combination of the outstanding shares of Common Stock into a smaller number of
shares of Common Stock) or a reorganization or a consolidation or merger of the
Company with another entity, or a conveyance of all or substantially all of the
assets of the Company, this Warrant shall, after such capital reorganization,
reclassification, consolidation, merger or conveyance, be exercisable only for
the number of shares of stock or other properties, including cash, to which a
holder of the number of shares of the Common Stock deliverable upon exercise of
this Warrant would have been entitled upon such capital reorganization,
reclassification, change, consolidation, merger or conveyance if this Warrant
had been exercised immediately prior to the effective date of such event; and
the Exercise Price then in effect shall be adjusted to equal (A) the Exercise
Price then in effect multiplied by the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to the adjustment divided by
(B) the number of shares of Common Stock for which this Warrant is exercisable
immediately after such adjustment; and, in any such case, appropriate
adjustments (as determined by the Company’s Board of Directors) shall be made in
the application of the provisions set forth in this Section 5 with respect to
the rights and interests thereafter of the Holder of this Warrant to the end
that the provisions set forth in this Section 5 (including provisions with
respect to changes in and other adjustments of the exercise rights in this
Section 5) shall thereafter be applicable, as nearly as may be reasonable, in
relation to any shares of stock or other securities thereafter deliverable upon
the exercise of this Warrant. The Company shall give written notice to the
Holder of any transaction within the scope of this Section 5 promptly after the
effective date therefor and provide in such written notice a brief description
of the terms and conditions of such transaction.

    


    6.Certain Agreements of the
Company.  The Company covenants and agrees that:

    


    (a)           Prohibited
Actions.  The Company will not, by amendment of its Articles of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance of this Warrant.

    


    (b)           Successors and
Assigns.  This Warrant will be binding upon any entity
succeeding to the Company by merger or consolidation.

    


    (c)           Issuance of Warrant
Shares.  If the issuance of any Warrant Shares required to be
reserved for purposes of exercise of this Warrant is required to be registered
with or approved by any federal governmental authority under any federal or
state law (other than any registration under the Securities Act or state
securities laws), before such shares may be issued upon exercise of this
Warrant, the Company will, at its expense, use its best efforts to cause such
shares to be so registered or approved, at such time, so that such shares may be
issued in accordance with the terms hereof.

    


    7. Issue
Tax.  The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the Holder of such
Warrant or such shares for any issuance tax in respect thereof, provided that
the Company shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any certificate in a
name other than that of the Holder of the Warrant exercised.

    


    8.Closing of
Books.  The Company will at no time close its transfer books
against the transfer of the Warrant, or in any manner interfere with the timely
exercise of the Warrant.

    


    9.No Rights or Liabilities as
a Shareholder.  This Warrant shall not entitle the Holder to
any voting rights or other rights as a shareholder of the Company.  No
provision of this Warrant, in the absence of affirmative action by the Holder to
purchase Warrant Shares, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of such Holder for
the Exercise Price or as a shareholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.

    


    10.Transfer and
Exchange.

    


    (a)           No Transfer of
Warrant.  This Warrant may not be assigned, offered, sold,
pledged or otherwise transferred.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Warrant Exchangeable for
Different Denominations.  This Warrant is exchangeable, upon
the surrender hereof by the Holder at the principal office of the Company (or
such other office or agency of the Company as it may designate by notice in
writing to the Holder), for new Warrants of like tenor representing in the
aggregate the right to subscribe for and purchase the number of shares of Common
Stock which may be subscribed for and purchased hereunder, each of such new
Warrants to represent the right to subscribe for and purchase such number of
shares as shall be designated by said Holder at the time of such
surrender.

    


    (c)           Replacement of
Warrant.  Upon receipt of written notice from the Holder or
other evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction, upon delivery of an indemnity agreement, or other
indemnity reasonably satisfactory to the Company, or, in the case of any such
mutilation, upon surrender and cancellation of such Warrant, the Company will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

    


    (d)           Cancellation; Payment of
Expenses.  Upon the surrender of this Warrant in connection
with any exchange, transfer or replacement as provided in this Section 10, this
Warrant shall be promptly canceled by the Company.  The Company shall
pay all taxes (other than securities transfer taxes) and all other expenses and
charges payable in connection with the preparation, execution and delivery of
Warrants pursuant to this Section 10.

    


    11.           Notices.  All
notices and other communications required or permitted hereunder shall be in
writing, and shall be deemed to have been delivered on the date delivered by
hand, telegram, facsimile or by similar means, on the first day following the
day when sent by recognized courier or overnight delivery service (fees
prepaid), or on the third day following the day when deposited in the mail,
registered or certified (postage prepaid), addressed: (i) if to the Holder, at
the registered address of the Holder as set forth in the register kept by the
Company at its principal office with respect to the Warrant, or to such other
address as the Holder may have designated to the Company in writing, and (ii) if
to the Company, at 10930 W. Sam Houston Pkwy., N., Suite 200, Houston, Texas
77064; Attn: Chief Executive Officer, or such other address as the Company may
have designated in writing to the Holder.

    


    12.Governing
Law.  This Warrant shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Texas, without regard to principles of conflicts of
laws.

    


    13.Remedies.  The
Company stipulates that the remedies at law of the Holder in the event of any
default or threatened default by the Company in the performance of or compliance
with any of the terms of this Warrant are not and will not be adequate, and that
such terms may be specifically enforced by a decree for the specific performance
of any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.

    


    14.Miscellaneous.

    


    (a)           Amendments.  This
Warrant and any provision hereof may be changed, waived, discharged or
terminated, but only by an instrument in writing signed by the party (or any
predecessor in interest thereof) against whom enforcement of the same is
sought.

    


    (b)           Descriptive
Headings.  The descriptive headings of the several sections of
this Warrant are inserted for purposes of reference only, and shall not affect
the meaning or construction of any of the provisions hereof.

    


    IN WITNESS WHEREOF, the Company has
caused this Warrant to be signed by its duly authorized officer effective as of
September 14, 2009.

     

    
      	 
      	
              Internet
      America, Inc.

            
	 
      	 
      
	 
      	
              By:
      /s/ William E. Ladin, Jr.