Exhibit 10.1


 


SUBSCRIPTION
AGREEMENT


 


ante5, Inc.


5700 Wilshire Boulevard, Suite 625

Los Angeles, California 90036


Attention: Chief Executive Officer


 


Dear Sir:


 


The undersigned, ante4, Inc., a Delaware corporation (the “Subscriber”),
hereby delivers this Subscription Agreement (this “Agreement”) and agrees to
purchase 1 share of common stock, $0.001 par value per share (hereinafter
referred to as the “Share”) in ante5, Inc., a Delaware corporation (the “Corporation”),
for the consideration and upon the terms and conditions specified herein.  Upon acceptance of this Agreement by the
Board of Directors of the Corporation, the Corporation will record the
Subscriber as an owner of the Share and cause to be delivered to the Subscriber
a certificate representing such Share as contemplated below in Section 5
of this Agreement.


 


1.                                       Subscription for Share. 
The Subscriber agrees to transfer to the Corporation the assets
described in Schedule A attached hereto (the “Transferred
Assets”), in exchange for the Share and the Corporation’s assumption of the
existing and contingent liabilities of the Subscriber described in Schedule B attached hereto (the “Assumed Liabilities”).  In consideration of such agreement by the
Subscriber, and upon the Corporation’s receipt and acceptance of this
Agreement, the Corporation shall record in its corporate records that the
Subscriber is entitled to the Share, and shall assume the Assumed Liabilities.


 


2.                                       Assignment; Assumption; and Closing.


 


(a)                                  The Subscriber shall take or cause to be taken
all actions necessary to cause the transfer, assignment, delivery and
conveyance to the Corporation of the Subscriber’s right, title and interest in
the Transferred Assets.


 


(b)                                 The Corporation shall assume, pay,
perform and discharge in due course all of the Assumed Liabilities.


 


(c)                                  The Subscriber and the Corporation shall
consummate the transactions contemplated by this Agreement at the time and
place as the parties may mutually agree, but in any event prior to the
Distribution Effective Time (as defined in that certain proposed Distribution
Agreement between the Subscriber and the Corporation).


 


3.                                       Representations and Warranties. 
By executing and delivering this Agreement, the Subscriber acknowledges,
warrants and represents as follows:  (a) the
Subscriber has full legal power and capacity to execute and deliver this
Agreement and, upon such execution and delivery, this Agreement shall be the
valid and binding agreement of the Subscriber, enforceable in accordance with
its terms; and (b) the execution and delivery of this Agreement will not
conflict with or result in any default of any other agreement to which the
Subscriber is bound.


 


4.                                       Term.  Except as
indicated in Section 5 below, from and after the date of the Corporation’s
acceptance of this Agreement, it shall remain in full force and effect until
such time as (a) the Subscriber has delivered the Transferred Assets to
the Corporation as required hereunder, and (b) the Corporation has
fulfilled


 

















 


its obligation to the Subscriber hereunder by assuming
the Assumed Liabilities and recording the Subscriber as the owner of the
appropriate number of Shares in its corporate records and complying with Section 5
below.


 


5.                                       Delivery of Certificate. 
Within a reasonable amount of time after the Corporation’s acceptance of
this Agreement, the Corporation shall cause to be delivered to the Subscriber a
certificate representing that number of Shares subscribed for hereunder.


 


6.                                       Survival.  The
representations and warranties contained herein shall survive any termination
of this Agreement and the consummation of the transactions contemplated herein.


 


7.                                       Binding Effect. 
Upon acceptance by the Corporation, this Agreement shall be binding upon
and shall inure to the benefit of the Corporation and the Subscriber; and to
the successors and assigns of the Corporation and to the successors and
permitted assignees of the Subscriber.


 


8.                                       Governing Law and Venue. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to its conflicts-of-law
principles.  The venue for any action
hereunder shall be in the State of Minnesota, whether or not such venue is or
subsequently becomes inconvenient; and the parties consent to the jurisdiction
of the courts of the State of Minnesota, County of Hennepin, and the U.S.
District Court, District of Minnesota.


 


9.                                       Further Acts and Assurances. 
Upon request, the Subscriber agrees to furnish to the Corporation such
additional information or documents, certificates or agreements, specifically
including but not limited to instruments of conveyance, as may be deemed
reasonably necessary to effectuate the provisions and covenants of this
Agreement.


 


10.                                 Counterparts. 
This Agreement may be executed in counterparts and may be delivered by
mans of facsimile or other electronic transmission.


 


[Signature
Page Follows]


 


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SUBSCRIPTION
AGREEMENT — SIGNATURE PAGE


 


The Subscriber is subscribing for Shares pursuant to
this Subscription Agreement.


 


	
   

  	
  ante4, Inc.

  
	
   

  	
  Name of Subscriber

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Steven
  Lipscomb

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  Steven Lipscomb,
  President, Chief Executive Officer, and Secretary

  
	
   

  	
  PRINT Name and
  Title

  
	
   

  	
   

  
	
   

  	
  77-0639000

  
	
   

  	
  Fed. Tax I.D.
  No.

  
	
   

  	
   

  
	
   

  	
  5700 Wilshire
  Boulevard, Suite 625

  
	
   

  	
  Mailing Address

  
	
   

  	
   

  
	
   

  	
  Los Angeles

  	
  California

  	
  90036

  
	
   

  	
  City 

  	
  State

  	
  Zip Code

  
	
   

  	
   

  
	
   

  	
  (323) 330-9881

  	
   

  
	
   

  	
  Business Telephone
  No.

  	
  Business Fax No.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Preferred
  Electronic Mail Address

  
						



 


 


ACKNOWLEDGED AND ACCEPTED:


 


ante5, Inc.


a Delaware corporation


 


	
  By

  	
  /s/ Steven Lipscomb

  	
   

  	
  Dated Effective

  	
  April 13,
  2010

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Steven Lipscomb, Chief Executive Officer and
  Secretary

  	
   

  	
   

  
	
  PRINT Name and Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number
  of Shares of Common Stock: 1

  	
   

  	
   

  



 


[Signature Page to Subscription Agreement by ante4,
Inc. to ante5, Inc.]


 


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SCHEDULE A


 


to Subscription Agreement


between ante4, Inc.


and ante5, Inc.


 


Dated April 13, 2010


 


TRANSFERRED ASSETS


 


A.                                   Transferred
Assets.  The Transferred Assets include
all of the good will, rights and other assets of the Subscriber, whether
liquidated or contingent on future events, in existence immediately before the
Effective Time of the Merger, except for its assets described in part B of this
Schedule A as the “Subscriber Assets.” 
Capitalized terms not otherwise defined herein shall have the meanings
set forth in that certain proposed Distribution Agreement between the
Subscriber and the Corporation.  The
Transferred Assets include but are not limited to the following assets of the
Subscriber:


 


1.                                       Cash and other
Working Capital:  The
Subscriber will contribute to the capital of the Corporation:


 


(a)                                  all cash and
cash equivalents of the Subscriber as of the Merger Closing Date in excess of
$27,500,000, to be delivered on or promptly after the Merger Closing Date; and


 


(b)                                 all of the
proceeds received by the Subscriber with respect to the ARS, to be delivered
promptly after the Subscriber’s receipt of such proceeds (expected in June 2010).


 


Of the cash contributed to
the Subscriber as of the Merger Closing Date, $500,000 will be repaid to the
Subscriber pursuant to a one-year promissory note from the Corporation to the
Subscriber, which will accrue interest at a rate of two percent (2.0%) per
annum.


 


2.                                       Rights under
Revenue Sharing Arrangement in Purchase Agreement:  Pursuant to Section 3.2 of the Purchase
Agreement, the Subscriber is entitled to receive the following revenue sharing
payments from Buyer (the “ Revenue Sharing Arrangement”): (a) in
perpetuity from the closing of the 2009 Transaction, 5% of “gross gaming
revenue” and 5% of “other revenue” (as those terms are defined in the Purchase
Agreement) of Buyer generated by the Subscriber’s business, brands and other
assets sold to Buyer in the 2009 Transaction; and (b) if the Subscriber
receives less than $3,000,000 of such royalties during the three-year period
after the closing of the 2009 Transaction, a guaranteed minimum payment of that
deficit amount.  Buyer’s parent company,
ElectraWorks Ltd., has guaranteed all of Buyer’s obligations under the Purchase
Agreement.


 


For
the initial two-year period after the closing of the 2009 Transaction, 20% of
the proceeds from the Revenue Sharing Arrangement must be placed into an escrow
account to settle the Subscriber’s indemnification obligations, if any, arising
under the Purchase Agreement and the related agreements.  The Subscriber is entitled to any escrow
proceeds not used for that purpose and that right is being assigned to the
Corporation hereunder (any Liability of the Subscriber related to the Purchase
Agreement is also listed in Schedule B
describing the Assumed Liabilities).


 


3.                                       Rights to
Xyience/Xenergy Sponsorship Claim:  Based on a Sponsorship Agreement dated May 30,
2006, between Xyience, Incorporated (“Xyience”) and the Subscriber (the “Sponsorship
Agreement”), the Subscriber has a claim for amounts owed by Xyience (and/or
Xenergy), as former sponsor(s) 


 


A-1

















 


of
the WPT television series (the “Sponsors”); and that claim has been
asserted in the U.S. Bankruptcy Court, District of Nevada (Case No. 08-10474).  The Sponsors owed the Subscriber
approximately $1,500,000 based on the fully executed and performed Sponsorship
Agreement (including integration into the required show).  The Sponsors paid the Subscriber $250,000,
but did not pay the balance.  After the
Sponsors declared Chapter 11 bankruptcy, the bankruptcy court sent the
Subscriber formal notice that it may be required to return that $250,000, but
that claim has been satisfied by the Subscriber by payment of $90,000 to the
bankrupt estate.  The Subscriber is now
an unsecured creditor of the Sponsors, with a claim in the bankruptcy
proceeding in the amount of approximately $1.4 million.


 


4.                                       Rights under
Deloitte & Touche Lawsuit:  The Subscriber’s claims in the case of WPT
Enterprises, Inc. v. Deloitte & Touche, LLP, currently pending
before the Superior Court of the State of California, County of Los Angeles
(Case No. BC 373 103).  The lawyers
prosecuting this case have been engaged for a contingency fee (i.e., the
Subscriber is not liable for attorneys’ fees, except as a percentage of any
recovery).  A trial is tentatively
scheduled for the fall of 2010 (but may be delayed again).  The Subscriber’s costs have totaled between
$50,000 and $100,000 (any Liability of the Subscriber related to this item is
also listed in Schedule B describing the Assumed
Liabilities).


 


5.                                       Rights to WPT
China Investment:  As a
business segment of the Subscriber, WPT China produced third-party branding at
WPT China National Traktor Poker Tour events, licensed the television broadcast
of the WPT China National Traktor Poker Tour and marketed the popular Chinese
national card game “Tuo La Ji” or “Traktor Poker”TM in online and mobile games.
This segment began generating revenue in January 2009.  The Subscriber invested about $4.5 million on
WPT China.  In March 2009, the
Subscriber shut down most of its WPT China operations and transferred the
remaining business to a company that had worked with the Subscriber on WPT China,
in exchange for a 10% interest in the company. 
The Subscriber has been notified that such company is closing down those
operations and trying to sell assets to another entity in China.  The Subscriber also retained certain
trademark and servicemark applications pending in China and Hong Kong.  The Subscriber may have rights under the
following documents:


 


(a)                                  Cooperation
Agreement dated July 26, 2007, by and between China Leisure Sports
Administrative Center and WPTAsia (Beijing) Consulting Co. Ltd. (as assignee of
the Subscriber), as amended pursuant to Amendment No. 1 dated December 16,
2008, and the letter agreement dated March 15, 2009.


 


(b)                                 Assignment and
Assumption Agreement dated as of December 11, 2008, by and between WPTAsia
(Beijing) Consulting Co. Ltd.


 


(c)                                  Services,
Sponsorship & License Agreement dated September 28, 2007, by and
between United States Playing Card Company, Inc. and the Subscriber
(Expired).


 


(d)                                 Instrument of
Transfer dated April 21, 2008, by and between Harefield Limited and WPT
Asia Holdings, Inc. with respect to WPT Asia Limited.


 


(e)                                  Capital
Verification dated December 27, 2008 (written in Chinese).


 


(Any
Liability of the Subscriber related to this item is also listed in Schedule B
describing the Assumed Liabilities).


 


6.                                       Rights to
Cecure Gaming Investment:  In July 2006,
the Subscriber entered into a Licensing Agreement (the “Licensing Agreement”)
with 3G Scene PLC, a/k/a Cecure Gaming (“Cecure”), pursuant to which the
Subscriber granted Cecure a non-exclusive license to use the World Poker Tour
brand in conjunction with the promotion of Cecure’s real-money mobile gaming
applications.  Cecure designed and 


 


A-2

















 


operated
software and other products that enabled it or its licensees to offer gaming
services to customers via mobile devices (i.e. a customer could play casino or
poker games on a cell phone for money against other players).  Pursuant to the Licensing Agreement, Cecure
offered real-money mobile games solely in jurisdictions (such as the United
Kingdom) where such gaming was not then restricted.  In consideration for the license, the
Subscriber became entitled to 50% of Cecure’s net revenues.  In July 2006, the Subscriber also paid
$2,923,000 to acquire a 10% ownership interest in Cecure (currently 8%), but
Cecure’s business was liquidated late in 2009. 
That investment was made under the following documents:


 


(a)                                  Subscription
and Shareholders’ Agreement relating to 3G Scene Limited dated in July 2006,
by and among 3G Scene Limited, Bessemer Venture Partners VI, L.P., Bessemer
Venture Partners VI Institutional, L.P., Bessemer Venture Partners
Co-Investment L.P., the Subscriber, Peter Karsten, and the “Existing
Shareholders.”


 


(b)                                 3G Scene
Limited Registration Rights Agreement dated in July 2006, by and among 3G
Scene Limited and the investors listed on Schedule A thereto.


 


(c)                                  2008 Deed of
Amendment of the Subscription and Shareholders Agreement by and among Cecure
Gaming Limited, Bessemer Venture Partners VI, L.P., Bessemer Venture Partners
VI Institutional, L.P., Bessemer Venture Partners Co-Investment L.P., the
Subscriber, et. al.


 


7.                                       Poker Royalty
Agreement:  The
Subscriber is party to a Marketing Agreement, dated May 15, 2004, with
Poker Royalty, LLC, a poker talent management company, pursuant to which the
Subscriber receives a 25% interest in the gross proceeds of Poker Royalty in
perpetuity.


 


8.                                       Rights to
Office Furniture:  The
Subscriber owns office equipment located in its current leased office.  The Subscriber believes the value of these
items is less than $50,000; and they are generally described as follows:  CEO furniture, CEO wall hangings, CEO
computer, other office furniture and telephones.


 


9.                                       Rights under
Consulting Agreement for Financial Services:  John Simonelli has been engaged to serve as
the Subscriber’s Interim Chief Financial Officer pursuant to a consulting
agreement between the Subscriber and TechCFO-San Francisco, LLC (the “Contractor”),
dated September 2, 2009 (the “Consulting Agreement”).   Pursuant to the Consulting Agreement, the
Contractor provides the services of Mr. Simonelli to the Subscriber on a
part-time basis as an independent contractor, and remains an employee of
TechCFO.  The Consulting Agreement
provides that the Corporation will pay the Contractor $8,000 per month for Mr. Simonelli’s
services, plus the payment of certain travel and incidental expenses.  The Consulting Agreement was effective
through December 31, 2009 and automatically renews for subsequent one-year
terms unless either party gives notice of termination to the other at least
thirty (30) days prior to the termination date; and currently remains in
effect.  (any Liability of the Subscriber
related to this item is also listed in Schedule B
describing the Assumed Liabilities.)


 


10.                                 WPT
Invitational Tournament Rights.  The right granted to the Subscriber by Buyer
to send up to six people to attend the “WPT Invitational” poker tournament.


 


11.                                 Accounts
Receivable.  All
accounts receivable due the Subscriber immediately before the Merger Effective
Time, other than any amounts due under an account that is part of the
Subscriber Assets described below.


 


12.                                 Insurance
Policy.  The Subscriber’s Multi-Media
Tail insurance coverage with Chartis Inc.


 


A-3

















 


B.                                     The Subscriber
Assets.  The following assets of the
Subscriber (the “Subscriber Assets”) are excluded from the assets
assigned to the Corporation by the Subscriber:


 


1.                                       Investments.  (a) $27,500,000 in cash and cash
equivalents, and (b) a promissory note from the Corporation to the
Subscriber in the amount of $500,000.


 


2.                                       Agreements.  All rights of the Subscriber under the
Distribution Agreement and the Merger Agreement (and any agreements ancillary
thereto, including but not limited to its agreements with brokers and
investment bankers).


 


3.                                       Post-Merger
Acquired Assets. All rights and assets acquired by the Subscriber
at or after the Merger Effective Time.


 


4.                                       Books and
Records.  The Subscriber Books and
Records.


 


5.                                       Insurance Policies.  The rights of the Subscriber under the Shared
Policies (as defined in Section 8.01 of the Distribution Agreement), other
than the Subscriber’s Multi-Media Tail insurance coverage with Chartis Inc.


 


6.                                       Stock of
Subsidiaries.  All
outstanding capital stock of the Corporation and Merger Subsidiary (and Plains
Energy as successor thereto in the Merger).


 


7.                                       Lease.  The Lease dated as of September 24,
2004, between the Subscriber and Wilshire Courtyard L.L.C., as amended, for the
Subscriber’s office space located at 5700 Wilshire Boulevard, Los Angeles,
California 90036.


 


8.                                       Other Assets.  All of the other assets expressly to be
retained by, or assigned or allotted to, the Subscriber under the Distribution
Agreement or any of the Related Agreements.


 


A-4

















 


SCHEDULE B


 


to Subscription Agreement


between ante4, Inc.


and ante5, Inc.


 


Dated April 13, 2010


 


ASSUMED LIABILITIES


 


The following Liabilities of
the Subscriber, whether liquidated or contingent on future events or
conditions, are included in the Assumed Liabilities assumed by the Corporation
under the Subscription Agreement:


 


1.                                       Contingent
Liability for Escrow Proceeds under Purchase Agreement:  The Subscriber is obligated to indemnify
Buyer in certain events under Section 9 of the Purchase Agreement.


 


For the initial two-year
period after the closing of the asset purchase under that Purchase Agreement,
20% of the proceeds from the Revenue Sharing Arrangement described in
item (A)(2) of Schedule A
(Transferred Assets) must be deposited in an escrow account to secure the
Subscriber’s indemnification obligations under Section 9 of the Purchase
Agreement.  To the extent any proceeds of
that escrow, which are part of the Transferred Assets being contributed to the
Corporation under this Agreement, must be used to satisfy those indemnification
obligations of the Subscriber, the obligation to return those proceeds to Buyer
will be treated as an Assumed Obligation of the Corporation.


 


2.                                       Contingent
Liability Related to WPT China Investment:  The Subscriber may be liable to pay fees to
close the WPT China operations described in item (A)(5) of Schedule A if the company currently running them does not
satisfy all formal requirements in closing down the operations.


 


3.                                       Liability for
Costs of Deloitte & Touche Lawsuit:  WPT Enterprises v. Deloitte & Touche
(Case No. BC 373 103).  The
Subscriber is responsible for paying court costs and certain other out-of
pocket expenses.


 


4.                                       Liability for
Consulting Agreement:  The Subscriber
is liable to pay fees of $8,000 per month under the Consulting Agreement
described in item (A)(9) of Schedule A.


 


5.                                       Accounts
Payable.  All accounts payable of the
Subscriber in existence immediately before the Merger Effective Time, including
but not limited to fees payable by the Subscriber to its lawyers, consultants
and investment bankers (other than the brokerage commission incurred by the
Subscriber in connection with the Merger).


 


6.                                       Contingent
Liabilities:  All
Liabilities relating to any Action or threatened Action arising out of or
pertaining to the Distribution, other than the Subscriber’s obligation to
indemnify its officers and directors under its bylaws, applicable Delaware law
or any written agreements.


 


Capitalized terms not otherwise defined herein shall
have the meanings set forth in that certain proposed Distribution Agreement
between the Subscriber and the Corporation.


 


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