Exhibit 10.5


 


SUBSCRIPTION AGREEMENT


 


TechCFO


 


Consulting
Services Agreement


 


Services performed by
TechCFO - San Francisco, LLC are governed by the general terms and conditions
attached.  Agreement to the terms and
conditions is indicated by specification of the required information below and
signature of authorized agents for both TechCFO - San Francisco, LLC, and ante5, Inc.
(hereinafter, “Client”).


 


	
  Effective Date of this
  Agreement:

  	
   

  	
  April 19, 2010

  
	
  Termination Date of
  this Agreement:

  	
   

  	
  June 30, 2010

  



 


	
  Client Executive Contact:

  	
   

  	
  TechCFO — San Francisco Client
  Executive:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Steve Lipscomb

  	
   

  	
  Name:

  	
  John Simonelli

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Address:

  	
  2644 Sundance Court 

  
	
   

  	
   

  	
   

  	
   

  	
  Walnut Creek, CA 94598

  
	
   

  	
  323-330-9881

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  	
  Telephone:

  	
  925-330-2442

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email:

  	
  slipscomb@ante4.com

  	
   

  	
  Email:

  	
  john.simonelli@techcfo.com

  



 


 


	
  Executed by Client:

  	
   

  	
  Executed by TechCFO — San
  Francisco, LLC:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Steve Lipscomb

  	
   

  	
  Signature:

  	
  /s/ John Simonelli

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  April 20, 2010

  	
   

  	
  Date:

  	
  April 20, 2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
  Steve Lipscomb

  	
   

  	
  Printed Name:

  	
  John Simonelli

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  CEO

  	
   

  	
  Title:

  	
  Managing Director

  



 


	
  Confidential

  	
   

  	
  September 2009

  



 


1
















 


Terms and Conditions


 


1.              Consulting Services


 


TechCFO — San Francisco, LLC (“TechCFO”) will provide consulting
services ordered by Client under the terms and conditions of this Consulting
Services Agreement (Agreement) and any relevant proposal or work order.  Any changes to the Agreement shall be
documented and approved by TechCFO and Client in writing and attached to the
Agreement.  Scheduled service dates will
be agreed upon mutually, subject to availability of TechCFO personnel.


 


2.              Status of Parties


 


TechCFO and its principals, employees, agents and subcontractors
(collectively, “Consultants”) shall be, and at all times during this Agreement
shall remain, an independent contractor vis-à-vis the Client.  Consultants shall not have any rights to the
Client’s usual employee fringe benefits, including, but not limited to, worker’s
compensation benefits, and in no event is any contract of agency or employment
intended.  Except to the extent
authorized by the Client’s Board of Directors, Consultants shall have no
authority to bind, obligate or commit the Client by any agreement, promise or
representation in any manner whatsoever.


 


3.              Incidental Expenses


 


For any onsite services requested by Client, Client shall reimburse
TechCFO for actual, reasonable travel, lodging and out-of-pocket expenses
incurred to the extent not previously agreed as part of overall fees.  Travel expenses shall be in accordance with
Client’s standard travel policy. 
Invoices shall reflect this policy.


 


4.              Fees, Invoicing and Payments


 


TechCFO’s fees will be as follows:


 


CFO Services:  $200 per hour


 


Controller Services:  $110 per
hour


 


These fees shall not be inclusive of recurring travel expenses for
commuting from Northern California to the Client’s offices, which shall be
borne by Client.  The fees are subject to
periodic adjustment as may be agreed by the parties to reflect any change in
scope of the consulting services.  The
initial services will encompass transition efforts related to the spinoff of
ante5, Inc. from Voyager Oil & Gas, including filing of Form 10,
transition of accounting records/activities, and various other requirements as
may be requested by the Client.  These
services will be performed through a combination of onsite and offsite efforts
with the allocation to be determined between TechCFO and Client over the course
of the Term.


 


Invoices will normally be issued on a monthly basis, unless otherwise
provided.  Fees for services shall be
payable when invoiced, and shall be deemed overdue if they remain unpaid 31
days after the date of invoice.  If
Client’s procedures require that an invoice be submitted against a purchase
order before payment can be made, Client will be responsible for issuing such
purchase order 30 days before the payment due date.  Payments are due regardless of any third
party action or responsibilities.


 


Remit to Address:                        TechCFO,
LLC


1911 Grayson Highway, Suite 8/122


Grayson, GA 30017


 


5.              Term of Agreement


 


The term of this Agreement shall be through June 30, 2010, and
shall renew for subsequent 30 day terms unless TechCFO is notified by Client in
writing a minimum of thirty (30) days prior to the expiration of the
then-current term.


 


2

















 


6.              Client Obligations


 


As part of this engagement, you will furnish or make available any
company financial information and provide access to necessary personnel
required to complete the engagement.  Our
fees are based on anticipated cooperation from your personnel and the assumption
that unexpected circumstances will not be encountered during the
engagement.  Other resources, such as
Internet access while present on Client premises and adequate work space
facilities, shall be as agreed with Client. 
If significant unexpected circumstances occur, we will discuss it with
you and arrive at a new fee estimate before we incur the additional costs.


 


7.              Changes in Scope


 


Any changes in scope shall be mutually agreed upon prior to
commencement of the change.  This
includes any required changes in funding and schedule.  TechCFO will provide an estimate for the
change in a timely manner and the Client shall approve or disapprove this
change in a timely manner.


 


8.              Taxes


 


The fees quoted do not include taxes. 
If TechCFO is required to pay any federal, state, or local taxes based on
the services provided under this Agreement, such taxes, except taxes based on
TechCFO’s income, shall be billed to and paid by the Client.  It is currently contemplated that TechCFO’s
services are of that of an independent contractor and no taxes shall be due.


 


9.              Rights to Work Product


 


With the exception of all tools, business processes or work products
brought into the engagement by TechCFO, all deliverables under this Agreement
shall be considered works-made-for-hire (“Deliverables”) and all ownership
rights relating to the Deliverables shall vest in Client.  Nothing herein shall be construed to grant
TechCFO any right or license to use the confidential, proprietary information
of Client.


 


10.       Warranty


 


TechCFO warrants that its services hereunder will be of a professional
quality, conforming to generally accepted industry standards and
practices.  Any modifications made to
product or services provided by TechCFO that are not authorized and executed by
TechCFO, or the original manufacturer, shall void the warranty.


 


11.       Limitations on Warranty


 


The warranty above is exclusive and in lieu of all other warranties,
whether express or implied, including the implied warranties of merchantability
and fitness for a particular purpose. 
The stated warranty is valid for a period of thirty (30) days from the
date of task completion or until the client acceptance document, if applicable,
is executed, whichever occurs earlier. 
Should the client acceptance document not be executed within thirty (30)
days of the completion, the task shall be deemed accepted.


 


12.       Exclusive Remedy


 


For any breach of the above warranty, Client’s exclusive remedy, and
TechCFO’s entire liability, shall be the reperformance of the services.  In order to receive warranty remedies,
deficiencies in the services must be reported to TechCFO in writing within 90
days of completion of those services.  If
TechCFO is unable to perform the services as warranted within 45 days after
notification, Client shall be entitled to recover the fees paid to TechCFO for
such deficient services.


 


13.       Termination of Agreement


 


Either party can terminate this Agreement without cause upon thirty
(30) days written notice to the other party prior to the expiration of the
then-current term.  Either party can
terminate this Agreement for cause if either party considers the other party is
not performing its obligations according to this Agreement and provides written
notice to the other party of such non-performance.  The party receiving such written notice will
have fifteen (15) days from the date of notice receipt to correct the
situation.  If this situation is not
corrected, the Agreement can be terminated immediately upon written
notice.  Client is obligated and agrees
to pay for services provided through the date of termination.


 


14.           TechCFO Consultants


 


TechCFO warrants that all Consultants sent to the Client facility will
act in accordance with good business ethics and behaviors.  Additionally, TechCFO will ensure that all
Consultants assigned to the Client will be fully qualified to perform the task 


 


3

















 


contracted for.  If for any
reason the Client feels that the TechCFO Consultant is not technically
qualified, TechCFO will investigate the claim and provide substitute Consultant
to the Client at no additional cost.  If
the Client requests a TechCFO Consultant be replaced for any reason other than
job performance, a cost may be incurred. 
This cost will be mutually agreed to at the time.


 


15.       Force Majeure


 


Neither party shall be responsible for any failure to perform or delay
in performing any of its obligations under this Agreement where and to the
extent that such failure or delay results from causes outside the reasonable
control of the party.  Such causes shall
include, without limitation, Acts of God or of the public enemy, acts of the
government in either its sovereign or contractual capacity, fires, floods,
epidemics, quarantine restrictions, freight embargoes, civil commotions, or the
like.  Notwithstanding the above, strikes
and labor disputes shall not constitute an excusable delay for either party
under this Agreement.


 


16.       Non-Solicitation of Employees


 


Each party agrees not to solicit, offer or promise employment or employ
the other party’s personnel during and for a period of one (1) year
following termination of this Agreement for any reason, unless written consent
is received from the non-hiring party.


 


17.       Limitation of Liability


 


In no event shall either party be liable for any indirect, incidental,
special or consequential damages, including loss of profits, revenues, data, or
use, incurred by either party or any third party, whether in an action in
contract or tort, even if the other party or any other person has been advised
of the possibility of such damages. 
TechCFO’s liability for damages hereunder shall in no event exceed the
amount of fees paid by Client under this Agreement for the relevant services.


 


18.       Indemnification


 


Client shall indemnify and hold TechCFO harmless against any and all
third party claims, costs, expenses, losses and liabilities claimed by third
parties, arising out of the products or services referenced in this Agreement.


 


19.       Nondisclosure


 


By virtue of this Agreement, the parties may have access to information
that is confidential to one another (“Confidential Information.”) For purposes
of this Agreement, “Confidential Information” may include, but is not limited
to, information regarding proprietary products, potential product and/or
service offerings, source code, documentation, customer names, customer data,
business plans, financial analysis, future plans and pricing, the marketing or
promotion of any product, and business policies and practices.  The parties agree, both during the term of
this Agreement and for a period of two years after termination, for any reason,
of this Agreement and of all work orders hereunder, to hold each other’s
Confidential Information in strict confidence. 
The parties agree not to make each other’s Confidential Information
available in any form to any third party or to use each other’s Confidential
Information for any purpose other than the performance of this Agreement.  Each party agrees to take all reasonable
steps to ensure that Confidential Information is not disclosed or distributed
in violation of the provisions of this Agreement, except a disclosure pursuant
to any judicial or government request or order.


 


20.       Arbitration


 


Any controversy, dispute or claim of whatever nature arising out of, in
connection with, or in relation to the interpretation, performance or breach of
this agreement, including any claim based on contract, tort, or statute, shall
be resolved, at the request of any party to this agreement, by final and
binding arbitration conducted at a location determined by the arbitrator in
California administered by and in accordance with the then existing rules and
procedures of the American Arbitration Association, and judgment upon any
reward rendered by the arbitrator may be entered by any state or federal court
having jurisdiction thereof.


 


4

















 


21.       Notice


 


Any notice required or permitted to be given by one party to the other
shall be deemed to be given when notice is mailed via certified mail with the
United States Postal Service with sufficient postage prepaid, or by recognized
courier service with verification of delivery, addressed to respective party to
whom notice is intended at the address specified above in this Agreement.


 


22.       Governing Law


 


This Agreement shall be governed by the laws of the State of
California, without regard to its choice of laws rules.  Any dispute arising out of or relating to
this Agreement shall be determined by a federal or state court in the State of
California, and in no other forum.  The
parties hereby submit to the jurisdiction of such courts.


 


23.       Severability


 


If any provision of this Agreement is held by final judgment of a court
of competent jurisdiction to be invalid, illegal or unenforceable, such
invalid, illegal or unenforceable provision shall be severed from the remainder
of this Agreement, and the remainder of this Agreement shall be enforced.  In addition, the invalid, illegal or
unenforceable provision shall be deemed to be automatically modified, and, as
so modified, to be included in this Agreement, such modification being made to
the minimum extent necessary to render the provision valid, legal and
enforceable.  Notwithstanding the
foregoing, however, if the severed or modified provision concerns all or a
portion of the essential consideration to be delivered under this Agreement by
one party to the other, the remaining provisions of this Agreement shall also
be modified to the extent necessary to equitably adjust the parties’ respective
rights and obligations hereunder.


 


24.       Entire Agreement


 


This Agreement constitutes the complete agreement between the parties
and supersedes all previous agreements or representations, written or oral,
with respect to the services and developments described herein.  This Agreement may not be modified or amended
except in writing signed by a duly authorized representative of each
party.  This Agreement may be executed in
counterparts.  Facsimile transmissions of
the signature page shall be binding upon the parties.


 


5