EX-10.1






FX REAL ESTATE AND ENTERTAINMENT INC.

SUBSCRIPTION AGREEMENT




	 	 	 
	SUBSCRIBER:

SECURITIES SUBSCRIBED FOR:

AGGREGATE PURCHASE PRICE:
	 	[      ]

[      ] units consisting of [      ] shares of

Series A Convertible Preferred Stock and Common

Stock Purchase Warrants to purchase up to

[      ] shares of Common Stock

$[      ]







This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of January   , 2010, is made
by and between FX Real Estate and Entertainment Inc., a Delaware corporation (the
"Company”), and the undersigned subscriber (the “Subscriber”).



1. Subscription. The Subscriber hereby irrevocably subscribes for and agrees to
purchase the securities of the Company specified above (the “Securities”) for the aggregate
purchase price specified above (the “Aggregate Purchase Price”). The Subscriber has
simultaneously herewith made full payment of the Aggregate Purchase Price in immediately available
funds by wire transfer in accordance with instructions from the Company. Upon the Company’s receipt
of the entire Aggregate Purchase Price, the Company shall issue (a) a stock certificate for the
Preferred Shares (as defined in Section 2 below) registered in the name of the Subscriber
evidencing ownership of the Preferred Shares, free and clear of all restrictions (except as
expressly provided in Section 6 below) and (b) issue the Warrants (as defined in Section 2 below)
in the name of the Subscriber.



2. Definitions. In addition to the terms defined elsewhere in this Agreement, the
following terms have the meanings indicated:



“Certificate of Designation” means the instrument filed by the Company with the
Secretary of State of the State of Delaware on January [      ], 2010 designating the Series A
Convertible Preferred Stock and the total number of authorized shares of Series A Convertible
Preferred Stock and the rights, powers, preferences, qualifications, limitations and restrictions
of the Series A Convertible Preferred Stock, of which a copy certified by the Secretary of State of
the State of Delaware is attached hereto as Exhibit A.



“Converted Preferred Shares” means the shares of common stock, $0.01 par value, of
the Company issuable upon conversion of the Preferred Shares.



“Preferred Shares” means the shares of Series A Convertible Preferred Stock, $0.01 par
value, of the Company comprising a portion of the Securities being subscribed for and purchased by
the Subscriber hereunder.



“Warrants” means the Common Stock Purchase Warrant of the Company to purchase Warrant
Shares at an exercise price of $0.24 per share, in substantially the form attached hereto as
Exhibit B, comprising a portion of the Securities being subscribed for and purchased by the
Subscriber hereunder.



“Warrant Shares” means the shares of common stock, $0.01 par value, of the Company
issuable upon exercise of the Warrants.



3. Offering Materials. The Subscriber represents and warrants that it is in
receipt of and that it has carefully read the following periodic reports filed by the Company with
the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended,
(collectively, the “Offering Materials”): (a) the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2008 (the “Form 10-K”); (b) the Company’s Amendment No.
1 to the Form 10-K; (c) the Company’s Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2009, June 30, 2009 and September 30, 2009; and (d) the Company’s Current Reports
on Form 8-K dated June 5, 2009, June 19, 2009, July 13, 2009, August 4, 2009, September 9, 2009,
October 21, 2009, October 30, 2009, November 2, 2009, November 12, 2009, December 23, 2009 and
December 24, 2009.



4. Representations and Warranties of the Company. The Company represents and warrants
that: (a) it is a corporation duly organized under the laws of the State of Delaware; (b) it, by
appropriate corporate action, has, or will have prior to the issuance of the Securities, duly
authorized the execution, delivery and performance of this Agreement and all of the transactions
contemplated hereby, including the issuance and delivery of the Securities; (c) the Certificate of
Designation has not been amended or modified in any respect since being filed with the Secretary of
State of the State of Delaware and is in full force and effect as of the date hereof; (d) none of
the Preferred Shares, the Converted Preferred Shares or the Warrant Shares are subject to
preemptive or other rights of any stockholders of the Company and when issued in accordance with
the terms of this Agreement, the Certificate of Designation and the Warrants, the Preferred Shares,
the Converted Preferred Shares and the Warrant Shares, as applicable, will be validly issued,
fully paid and non-assessable; and (e) the Company’s performance of this Agreement, the Certificate
of Designation and the Warrants and compliance with the provisions hereof and thereof will not
violate any provision of any applicable law or of its charter and bylaws (as currently in effect),
and will not conflict with or result in any breach of any of the terms, conditions or provisions
of, or constitute a default under, or result in the creation or imposition of any lien, charge or
encumbrance upon, any of its material properties or assets, pursuant to the terms of any material
indenture, mortgage or other agreement or instrument binding upon it or any of its subsidiaries,
other than such breaches, defaults or liens which would not have a material adverse effect on the
Company and its subsidiaries taken as a whole.



5. Representations and Warranties of Subscriber. The Subscriber hereby represents and
warrants that: (a) it has the full legal right and power and all authority and approval required to
execute, deliver and perform its obligations under this Agreement; (b) it is acquiring the
Securities solely for its own account, for present investment and not with a view toward resale or
other distribution within the meaning of the Securities Act of 1933, as amended (the
“Securities Act”), in violation of the Securities Act; provided, however,
that by making the representations herein, Subscriber does not agree to hold any of the Securities
for any minimum or other specific term and Subscriber reserves the right to dispose of the
Securities at any time in accordance with or pursuant to a registration statement or an exemption
under the Securities Act; (c) it is an “accredited investor,” within the meaning of Rule 501(a) of
Regulation D under the Securities Act; (d) it, either alone or together its representatives, has
such knowledge, sophistication and experience in business, financial and investment matters that it
is capable of evaluating the merits and risks of an investment in the Securities, and has so
evaluated the merits and risk of such investment; (e) it understands that it must bear the economic
risk of this investment in the Securities indefinitely, and is able to bear such risk and is able
to afford a complete loss of such investment; (f) it has received and reviewed the Offering
Materials and has been afforded the opportunity to ask questions of, and receive answers from
representatives of the Company concerning the terms and conditions of the offering of the
Securities and the merits and risks of investing in the Securities and to obtain any additional
information necessary to verify the accuracy of any information provided by the Company, and in
general had access to all information about the Company it deemed necessary to make an informed
investment decision with respect to the purchase of the Securities. The Subscriber further
represents and warrants that it has consulted with such legal, tax and investment advisors as it,
in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the
Securities.



6. Restrictions on Transfer. Subscriber acknowledges that (a) the offer and sale of
the Securities has not been registered under the Securities Act, or applicable state securities
laws, and the Securities may not be sold, transferred, pledged, or otherwise disposed of unless
subsequently so registered or unless the Subscriber delivers to the Company an opinion of counsel
reasonably satisfactory to the Company that such sale, transfer, pledge or disposition is exempt
from the registration requirements of the Securities Act; (b) the Company is under no obligation to
register or facilitate any resale of the Preferred Shares, the Converted Preferred Shares, the
Warrants or the Warrant Shares; and (c) certificates evidencing the Preferred Shares and
instruments evidencing the Warrants shall bear legends thereon noting such restrictions on
transfer as follows:



THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.



The Subscriber further agrees that all or some of the Converted Preferred Shares and the
Warrant Shares, as applicable, upon issuance whether in certificated form or in book-entry form (by
the Company’s transfer agent and registrar for its common stock under The Direct Registration
System) may be subject to such restrictions on transfer and, to the extent so, shall be encumbered
by stop transfer orders and restrictive legends, as applicable.



7. Miscellaneous.



7.1. Any and all notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed to be sufficiently given or served for
all purposes by being sent as registered or certified mail, return receipt requested, postage
prepaid or overnight courier or facsimile, in the case of the Company, addressed to it at FX Real
Estate and Entertainment Inc., 650 Madison Avenue, New York, New York 10022, Attention: General
Counsel, Facsimile: (212) 980-4455, Telephone: (212) 838-3100; and in the case of the Subscriber to
the address and other contact information for correspondence set forth on the signature page
hereof.



7.2. No provision of this Agreement may be waived or amended except in a written instrument
signed, in the case of an amendment, by the Company and the Subscriber or, in the case of a waiver,
by the party against whom enforcement of any such waiver is sought. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of either party to
exercise any right hereunder in any manner impair the exercise of any such right.



7.3. This Agreement shall be governed and construed in all respects in accordance with the
laws of the State of New York without giving effect to conflicts of laws principles thereof. Each
party consents to the personal jurisdiction in that State and voluntarily submits to the exclusive
jurisdiction of the courts of that State located in New York City in any action or proceeding with
respect to this Agreement, including the federal courts located in New York City. The headings used
in this Agreement are for convenience of reference only and do not define, limit or effect the
provisions hereof. The word “it” when used in this Agreement to refer to the Subscriber shall mean
the Subscriber whether a natural person or an entity.



7.4. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. If any provision of this Agreement is invalid or
unenforceable under any applicable law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed to be modified to conform with such law.
Any provision hereof that may prove invalid or unenforceable under any applicable law shall not
affect the validity or enforceability of any other provision hereof.



7.5. This Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or email attachment, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or email-attached signature page were an original thereof.



7.6. This Agreement, together with Exhibits A and B hereto, constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and supersedes any prior
agreements and understandings, oral or written, between the parties regarding the subject matter
hereof. The representations and warranties, agreements and covenants contained herein shall
survive consummation of the sale of the Securities hereunder.



7.7 This Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other person or entity. The Subscriber may not assign in whole or in part this
Agreement without the prior written consent of the Company.



[INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]




IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of the date
first set forth above.




SUBSCRIBER:




Address; phone and facsimile numbers:




Tax Identification Number:



The Company hereby acknowledges, agrees to
and accepts the terms of the foregoing
Subscription Agreement as of the date first
set forth above:



FX Real Estate and Entertainment Inc.



By:

Name:

Title:




EXHIBIT A




CERTIFIED COPY OF THE CERTIFICATE OF DESIGNATION FOR THE SERIES A CONVERTIBLE PREFERRED

STOCK




EXHIBIT B

FORM OF COMMON STOCK PURCHASE WARRANT (@ $0.24 PER SHARE)