AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

“Harris/Furlong III”

This Amended and Restated Asset Purchase Agreement (the “Agreement”) is made and entered into as of the 2 nd day of March, 2011 (the “Effective Date”) by and between Twin City Technical, LLC, a North Dakota limited liability company, and Irish Oil and Gas, Inc., a Nevada corporation (collectively, the “Sellers”), and Ante5, Inc., a Delaware corporation (“Buyer”), with respect to the following facts:

A.  Sellers are the lessees (“Lessees”) and sole working interest owners under those certain mineral leases described in Appendix B of this Agreement (collectively, the “Mineral Leases”).

B.  Buyer is a Delaware corporation that files public reports with the Securities and Exchange Commission and desires to purchase from the Sellers all of the Sellers’ right, title and interest in and to the Mineral Leases along with all related assets described in Appendix B to this Agreement (collectively, the “Acquired Assets”).

C.  Sellers desire to sell to Buyer and Buyer desires to purchase from the Sellers all of the Acquired Assets on the terms and conditions set forth in this Agreement.

D.  This Agreement completely amends, restates and supersedes that certain Asset Purchase Agreement, dated as of February 14, 2011, entered into by the Buyer and Sellers and executed and delivered by Buyer on February 18, 2011 (the “Original Agreement”), relating to the oil and gas properties referred to therein as the “Harris/Furlong III”.  The Original Agreement is no longer in force or effect.

NOW, THEREFORE , for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the parties to this Agreement, and in light of the above recitals to this Agreement, the parties to this Agreement hereby agree as follows:

1.              Purchase and Sale of Assets .

Provided there is a closing (“Closing”) and subject to the terms and conditions set forth in this Agreement, Sellers agree to sell, convey, assign, transfer and deliver to Buyer and Buyer agrees to purchase from Sellers all of the Sellers’ right, title and interest in and to the Mineral Leases described in Appendix B to this Agreement (collectively referred to as the “Acquired Assets”).

2.              Assumption of Lessee's Lease Obligations and Liabilities .

Except for AFE's and JIB's, if any, as referenced in Section 4 of this Agreement, with respect to the performance of Lessees’ obligations pursuant to the terms of the Mineral Leases, Buyer shall not be liable or obligated to perform or pay any of Lessees' obligations pursuant to such Mineral Leases which accrue or become payable at or before the date of the Closing (the “Closing Date”).  Buyer shall be solely liable and responsible for full payment and full performance of Lessees' obligations pursuant to such Mineral Leases which accrue or arise from and after the Closing Date. Sellers shall be solely obligated for full performance and full payment of all Lessee obligations pursuant to the terms of such Mineral Leases which accrue or arise from and before the Closing Date. Sellers shall not be obligated or liable for performance or payment of Lessees' obligations pursuant to the terms of such Mineral Leases which accrue or arise from and after the Closing Date.  Accordingly, Sellers are solely responsible for all payments required to be made under the Mineral Leases by Lessees accruing prior to the Closing Date, and hereby agree to make all such payments prior to the Closing Date and to indemnify and hold Buyer harmless from them.

3.              Purchase Price .

As consideration for the sale, conveyance, assignment, transfer and delivery of the Acquired Assets to Buyer, Buyer agrees to pay to the Sellers a total of $1,372,787 in cash plus issue to them 871,960 shares of the common stock of the Buyer, and to issue to xxxxxxxxxxxxxx or the company of xxxxxxxx choosing (“xxx”) 400,000 shares of the common stock of the Buyer (collectively, the “Shares”).  Prior to Buyer issuing shares to xxx, xxx must execute an agreement with Buyers with terms similar to Section 5.15 of this Agreement wherein xxx acknowledges that it is an accredited investor and suitable to receive said shares from Buyer.  The Buyer will allocate the Purchase Price among the Sellers in accordance with specific written instructions delivered by the Sellers (signed by both of them) to the Buyer at the Closing.  In the absence of such written instructions, the Buyer will allocate 50% of the Purchase Price to Twin City Technical, LLC, and 50% of the Purchase Price to Irish Oil and Gas, Inc.

4.              Closing and Further Acts .

The Closing of the purchase and sale of the Acquired Assets will occur upon the satisfaction or waiver of the conditions set forth in Section 7 of this Agreement, but no later than March 16, 2011, unless Sellers and Buyer mutually agree in writing to extend the Closing Date. At the Closing, Sellers shall deliver to Buyer such bills of sale, deeds, assignments and other instruments of sale, conveyance, assignment and transfer as are sufficient in the opinion of Buyer and its counsel to vest in Buyer and its successors or assigns the absolute, legal and equitable title to the Acquired Assets.  At the Closing, Buyer shall deliver to Sellers the cash portion of the Purchase Price by wire transfer or cashier’s check, and the original stock certificates associated with the stock portion of the Purchase Price.  The allocation of said deliveries by the Buyer among the Sellers at the Closing is governed by Section 3 of this Agreement.  At the Closing, the Sellers will deliver to the Buyer the following items:  (i) assignments in recordable form of all of Sellers’ right, title and interest in and to the Mineral Leases signed by both Sellers or each respective Seller, as appropriate, effective on the Closing Date, (ii) the executed Bill of Sale in the form of Appendix A to this Agreement, signed by both of the Sellers, and (iii) all books, records, leases, assignments, geological reports and other documents relating in any way to the Acquired Assets.  All parties to this Agreement hereby agree to execute all other documents and take all other actions which are reasonably necessary or appropriate in order to effect all of the transactions contemplated by this Agreement. In the event that an Authorization for Expenditures (“AFE’s”) or a Joint Interest Billing (“JIB”) for the Acquired Assets is received and requires payment prior to the Closing Date, Sellers will provide notice in writing to Buyer within three (3) days of their receipt of the AFE or JIB and Sellers covenant to pay the AFE and JIB promptly.  Buyer will reimburse Sellers for such payments at the Closing.

Sellers jointly and severally represent and warrant to Buyer as follows:

5.1             Power and Authority; Binding Nature of Agreement .

Sellers have full power and authority to enter into this Agreement and to perform their obligations hereunder.  The execution, delivery and performance of this Agreement by them have been duly authorized by all necessary action on their part.  This Agreement is a valid and binding obligation of the Sellers.

5.2             Good Standing .

Sellers (i) are duly organized, validly existing and in good standing under the laws of the state of their organization and in each state where the Acquired Assets are located or where they otherwise conduct business, (ii) have all necessary power and authority to own their assets and to conduct their business as it is currently being conducted, and (iii) are duly qualified or licensed to do business and are in good standing in every jurisdiction (both domestic and foreign) where such qualification or licensing is required.

5.3             Absence of Undisclosed Liabilities .

Sellers have no debt, liability or other obligation of any nature (whether due or to become due and whether absolute, accrued, contingent or otherwise) that may in any way affect the Acquired Assets or encumber them, or be imposed on the Buyer as a result of the transactions contemplated by this Agreement.

Sellers have delivered or will deliver to Buyer complete and correct copies of all of the leases, contracts, documents and other instruments, as amended, relating to the Acquired Assets.  All of such leases, contracts, documents and other instruments are valid and in full force and effect, and are enforceable in accordance with their terms.  There is no existing default by any person under any of said leases, contracts, documents or other instruments, and there exists no condition or set of circumstance which, with notice or lapse of time or both, would constitute such a default.

(a)           The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree.

(b)           Sellers have good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims, and is conveying such title in such state to the Buyer pursuant to this Agreement.

(c)           The Acquired Assets are not subject to any material liability, absolute or contingent.

(d)           The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement.

(e)           The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound.  All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing.

(f)           No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assets.

Sellers are not in violation of, nor have they failed to conduct their business with respect to the Acquired Assets in full compliance with, any applicable federal, state, local or foreign laws, regulations, rules, treaties, rulings, orders, directives or decrees.  Sellers have delivered or will deliver to Buyer complete and correct copies of all of the licenses, permits, authorizations and franchises to which Sellers are subject and all said licenses, permits, authorizations and franchises are valid and in full force and effect.  Said licenses, permits, authorizations and franchises constitute all of the licenses, permits, authorizations and franchises necessary to permit Sellers to conduct their business with respect to the Acquired Assets in the manner in which it is now being conducted, and Sellers are not in violation or breach of any of the terms, requirements or conditions of any of said licenses, permits, authorizations or franchises.

5.7             Litigation .

There is no action, suit, proceeding, dispute, litigation, claim, complaint or investigation by or before any court, tribunal, governmental body, governmental agency or arbitrator pending or, to Sellers’ knowledge, threatened against or with respect to Sellers or the Acquired Assets which (i) if adversely determined would have an adverse effect on the Acquired Assets, or (ii) challenges or would challenge any of the actions required to be taken by the Sellers under this Agreement.  To the best of Sellers’ knowledge, information and belief, there exists no basis for any such action, suit, proceeding, dispute, litigation, claim, complaint or investigation.

5.8             Non-Contravention .

Neither (a) the execution and delivery of this Agreement, nor (b) the performance of this Agreement will:  (i) contravene or result in a violation of any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of Sellers; (ii) contravene or result in a violation of any resolution adopted by the board of directors or equity owners of Sellers; (iii) result in a violation or breach of, or give any person the right to declare (whether with or without notice or lapse of time) a default under or to terminate, any agreement or other instrument to which Sellers are a party or by which Sellers are bound relating to the Acquired Assets; (iv) result in the loss of the Acquired Assets; (v) result in the creation or imposition of any lien, charge, encumbrance or restriction on any of the Acquired Assets; or (vi) result in a violation of any law, rule, regulation, treaty, ruling, directive, order, arbitration award, judgment or decree to which Sellers or the Acquired Assets are subject.

5.9             Approvals .

No authorization, consent or approval of, or registration or filing with, any governmental authority or any other person is required to be obtained or made by Seller in connection with the execution, delivery or performance of this Agreement.

5.10             Brokers .

Sellers have not agreed to pay any brokerage fees, finder’s fees or other fees or commissions with respect to the transactions contemplated by this Agreement, and, to Sellers’ knowledge, no person is entitled, or intends to claim that it is entitled, to receive any such fees or commissions in connection with such transaction.

5.11             Tax Matters .

All federal, state, local and foreign tax returns required to be filed by the Sellers with respect to the Acquired Assets have been properly prepared and duly filed, and all taxes required to be paid by, or claimed by any federal, state, local or foreign taxing authority to be payable by, the Sellers with respect to the Acquired Assets have been paid in full.  There is no (i) pending audit or examination of the Sellers (or of any of the tax returns thereof) being conducted by any federal, state, local or foreign taxing authority, (ii) pending or threatened claim or dispute relating to the payment of any taxes by the Sellers, (iii) basis specifically known to the Sellers upon which any federal, state, local or foreign taxing authority may make any claim for the payment of additional taxes by the Sellers, or (iv) outstanding agreement or waiver extending the statutory limitations period applicable to the payment of any taxes by the Sellers.

The Sellers hereby represent and warrant to the best of their knowledge, without independent investigation or verification, that they are unaware of any environmental issue of any kind, as that term is defined in the oil and gas industry at the time of this transaction, relating to, affecting or potentially affecting the Acquired Assets.  In the event environmental issues arise that are not covered by Sellers’ representation and warranties herein, Sellers shall not be liable.

5.13             Representations True on Closing Date .

The representations and warranties of Sellers set forth in this Agreement are true and correct on the date hereof, and will be true and correct on the Closing Dat