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
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.
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]
IN WITNESS WHEREOF, this Warrant has been duly executed by the undersigned, as of the date first set forth above.
| ante4, Inc. |
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| 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
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 |
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| Social Security or Tax Identification No. |
Accepted this day of , 20 .
ante4, Inc. |
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