SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 13th, 2011 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July __, 2011, is by and among American Standard Energy Corp., a Delaware corporation with offices located at 4800 North Scottsdale Road, Suite 1400, Scottsdale, AZ 85251 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2011 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July [___], 2011, is by and among American Standard Energy Corp., a Delaware corporation with offices located at 4800 North Scottsdale Road, Suite 1400, Scottsdale, AZ 85251 (the ”Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2011 • American Standard Energy Corp. • Drilling oil & gas wells
This Registration Rights Agreement (this "Agreement") is made and entered into as of March 28, 2011 by and among American Standard Energy Corp., a Delaware corporation (the "Company"), and the several purchasers signatory hereto (each a "Purchaser" and collectively, the "Purchasers").
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2010 • Famous Uncle Als Hot Dogs & Grille Inc • Retail-eating places • Arizona
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 15th day of April, 2010, by and between American Standard Energy Corp., (the “Company”), and Scott Feldhacker (the “Executive”) (collectively, the “Parties”).
AMENDED AND RESTATED CREDIT AGREEMENT Among AMERICAN STANDARD ENERGY, CORP., a Nevada corporation, as Borrower, CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent, And the Lenders Party Hereto Dated as of February 5, 2014Credit Agreement • February 10th, 2014 • American Standard Energy Corp. • Drilling oil & gas wells
This Amended and Restated Credit Agreement is dated February 5, 2014 by and among AMERICAN STANDARD ENERGY, CORP., a Nevada corporation (“Borrower”), CORTLAND CAPITAL MARKET SERVICES LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”), and the other Lenders party to this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2011 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2011 by and among American Standard Energy Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
Famous Uncle Al’s Hot Dogs & Grille FRANCHISE AGREEMENTFranchise Agreement • December 15th, 2006 • Famous Uncle Als Hot Dogs & Grille Inc • Retail-eating places • Virginia
This Franchise Agreement is entered into between Famous Uncle Al’s Hot Dogs & Grille, Inc., a Delaware corporation, whose principal address is 1206 Laskin Ave, Suite 201-K, Virginia Beach, VA 23451, and You, the Franchisee, as designated below;
Regional Franchisee AgreementRegional Franchisee Agreement • August 28th, 2006 • Famous Uncle Als Hot Dogs & Grille Inc • Retail-eating places • Virginia
THIS Regional Franchisee AGREEMENT (“Agreement”) is made this _____ day of ___________, 2004, by and between FAMOUS UNCLE AL’S HOT DOGS & GRILLE , INC., a Delaware Corporation, with its principal place of business at 1206 Laskin Ave, Suite 201-K, Virginia Beach, VA 23451 (“Franchisor”), and _____________________________, a ___________________ partnership/corporation/limited liability company with a current address of __________________________, ____________________, __________, _________ (“Regional Franchisee”) and provides as follows:
MODEL FORM OF OPERATING AGREEMENT OPERATING AGREEMENT DATEDOperating Agreement • January 4th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • Texas
THIS AGREEMENT, entered into by and between ____________ hereinafter designated and referred to as “Operator,” and the signatory party or parties other than Operator, sometimes hereinafter referred to individually as “Non-Operator,” and collectively as “Non-Operators.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 2nd, 2011 • American Standard Energy Corp. • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2011 by and among American Standard Energy Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT AAmerican Standard Energy Corp. • December 27th, 2010 • Retail-eating places • Arizona
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR, SUBJECT TO SECTION 5.3 HEREOF, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
Assignment of Franchising Rights License AgreementAssignment of Franchising Rights License Agreement • December 15th, 2006 • Famous Uncle Als Hot Dogs & Grille Inc • Retail-eating places
This Assignment of Franchising Rights License Agreement (“Assignment”) is made this _____ day of September, 2005, by and between Famous Uncle Al’s Hot Dogs, Inc., a Delaware corporation (“Licensee”), Licensee’s parent corporation Famous Food Groups, Inc., a Delaware corporation (Parent), and National Franchise Directors, Inc., a Delaware corporation (“Assignee”), individually a “party” and collectively the “parties”, and provides as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • December 27th, 2010 • American Standard Energy Corp. • Retail-eating places • Arizona
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of December 22, 2010, by and between American Standard Energy Corp., a Delaware corporation (the “Company”), and the subscribers identified on the signature pages hereto (each a “Subscriber” and collectively, the “Subscribers”).
EXCHANGE AGREEMENTExchange Agreement • July 6th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • Texas
This Exchange Agreement (“Agreement”) sets forth the terms and conditions upon which American Standard Energy Corp., a Delaware corporation (the “Company”), will issue an aggregate of 35,400 shares (the “Shares”), subject to reduction as set forth in Section 4 hereof, of the Company’s Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (“Preferred Stock”), to Geronimo Holding Corporation, a Texas corporation (the “Holder”), in exchange for the Company’s subordinated Promissory Note dated March 5, 2012, in the original principal amount of $35,000,000, plus any and all uncured and unpaid interest to date, payable by the Company to the Holder (the “Exchanged Note”).
AGREEMENT FOR THE PURCHASE OF PARTIAL LEASEHOLDSFamous Uncle Als Hot Dogs & Grille Inc • October 4th, 2010 • Retail-eating places • Arizona
This Agreement for the Purchase of Partial Leaseholds (“Agreement”) made and effective this April 28, 2010, by and between Geronimo Holding Corporation (“Seller”) and American Standard Energy, Corp. (“Buyer”).
AGREEMENT FOR THE PURCHASE OF PARTIAL LEASEHOLDSAmerican Standard Energy Corp. • April 14th, 2011 • Drilling oil & gas wells • Arizona
This Agreement for the Purchase of Partial Leaseholds ("Agreement") executed this April 8, 2011, by and between Geronimo Holding Corporation ("Seller") and American Standard Energy, Corp. ("Buyer").
SEPARATION AGREEMENTSeparation Agreement • April 22nd, 2013 • American Standard Energy Corp. • Drilling oil & gas wells • Delaware
THIS SEPARATION AGREEMENT (“Agreement”), dated as of April 16, 2013 and effective as of April 30, 2013, or such later date as the Board of Directors (the “Board”) of the Company (as defined below) and Scott Feldhacker shall mutually decide upon in writing, not to exceed thirty (30) days from the date hereof (the “Effective Date”), is by and among American Standard Energy Corp., a Delaware corporation (“Company”), and Scott Feldhacker, an individual and resident of the state of Arizona (“Feldhacker”). The Company and Feldhacker shall be referred to as the “Parties.”
AGREEMENT FOR THE PURCHASE OF PARTIAL LEASEHOLDSAgreement for the Purchase of Partial Leaseholds • October 4th, 2010 • Famous Uncle Als Hot Dogs & Grille Inc • Retail-eating places • Arizona
This Agreement for the Purchase of Partial Leaseholds (“Agreement”) made and effective this April 28, 2010, by and between CLW South Texas 2008, LP (“Seller”) and American Standard Energy, Corp. (“Buyer”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 17th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), entered into as of September 11, 2012, by and between Antler Bar Investments LLC, a Delaware limited liability company (“Buyer”) or in such other name approved by Pentwater Equity Opportunities Master Fund Ltd., a Cayman Islands corporation (“Opportunities”) and PWCM Master Fund Ltd., a Cayman Islands corporation (“PWCM” and together with Opportunities, collectively, “Investor”) and ASEN 2 CORP., a Delaware corporation (“Seller”).
Scarsdale Equities llcConsulting Agreement • November 9th, 2007 • Famous Uncle Als Hot Dogs & Grille Inc • Retail-eating places • New York
This letter agreement (this “Agreement”) confirms our understanding that Famous Uncle Al’s Hot Dogs & Grille, Inc. and its subsidiaries (the “Company”) has engaged Scarsdale Equities LLC (“Consultant”) to act as its consultant and financial advisor. The parties hereto agree that the services to be provided hereunder by Consultant will be rendered primarily by N. Scott Fine.
AMERICAN STANDARD ENERGY CORP. DEFERRED COMPENSATION AGREEMENT THIS AGREEMENT is made and entered into this 15th day of April, 2010, by and between Richard MacQueen ("Participant") and AMERICAN STANDARD ENERGY CORP. (the "Corporation");Deferred Compensation Agreement • October 4th, 2010 • Famous Uncle Als Hot Dogs & Grille Inc • Retail-eating places
WHEREAS, the Corporation has established this Deferred Compensation Program ("Program") for certain of the employees of the Corporation; and
FAMOUS UNCLE ALS HOT DOGS & GRILLE, INC. FDOG CONSULTING AGREEMENTConsulting Agreement • December 13th, 2007 • Famous Uncle Als Hot Dogs & Grille Inc • Retail-eating places
This Consulting Agreement is made and entered into this 7th day of December 2007, by and between C.C.R.I. Corporation, a StateplaceColorado corporation (“Consultant”), and FAMOUS UNCLE ALS HOT DOGS AND GRILLE, INC. (FDOG, the Company).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2011 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This Amendment No. 1 (this “Amendment”) to that certain Securities Purchase Agreement, dated as of January 26, 2011, by and among American Standard Energy Corp., a Delaware corporation (the “Corporation”) and each purchaser identified on the signature pages thereto (the “Purchase Agreement”), is made as of March ___, 2011, by and among the Corporation and the Purchasers of at least two-thirds of the Shares purchased as of the Closing Date (collectively, the “Requisite Purchasers”). Defined terms used herein but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
AGREEMENT FOR THE PURCHASE OF PARTIAL LEASEHOLDSAgreement for the Purchase of Partial Leaseholds • December 6th, 2010 • American Standard Energy Corp. • Retail-eating places • Nevada
This Agreement for the Purchase of Partial Leaseholds ("Agreement") made and effective this December 1st, 2010, by and between Geronimo Holding Corporation ("Seller") and American Standard Energy, Corp. ("Buyer").
ContractAmerican Standard Energy Corp. • March 9th, 2012 • Drilling oil & gas wells • Texas
THE PAYMENT OF THE PRINCIPAL AMOUNT OF THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT AND THE INTEREST ACCRUING THEREON IS SUBORDINATED TO OTHER INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE SUBJECT TO THE TERMS OF, THE SUBORDINATION AGREEMENT DATED AS OF MARCH 5, 2012 BY AND AMONG GERONIMO HOLDINGS CORPORATION, A DELAWARE CORPORATION, AMERICAN STANDARD ENERGY, CORP., A DELAWARE CORPORATION, AND PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD., A CAYMAN ISLANDS CORPORATION, AND PWCM MASTER FUND LTD., A CAYMAN ISLANDS CORPORATION.
SUPPLEMENTAL AGREEMENTSupplemental Agreement • August 28th, 2006 • Famous Uncle Als Hot Dogs & Grille Inc • Retail-eating places
This Supplemental Agreement (the “Supplemental Agreement”) is made this ___ day of September, 2005, by and among Famous Uncle Al’s, Inc., a Virginia corporation (“Licensor”), Famous Uncle Al’s Franchising Corporation, a Virginia corporation (“UAF”), Famous Uncle Al’s Hot Dogs, Inc., a Virginia Corporation (“Original Licensee”), and National Franchise Director’s, Inc., a Delaware corporation (“Licensee”), and provides as follows:
Franchising Rights License AgreementFranchising Rights License Agreement • November 30th, 2006 • Famous Uncle Als Hot Dogs & Grille Inc • Retail-eating places • Virginia
This Franchising Rights License Agreement ("Agreement") is made this ___ day of November, 2002 by and among Famous Uncle Al’s, Inc., a Virginia corporation ("Licensor"), Famous Uncle Al’s Franchising Corporation, a Virginia corporation (“UAF”) and Famous Uncle Al’s Hot Dogs, Inc., a Delaware corporation ("Licensee") and provides as follows:
AMERICAN STANDARD ENERGY CORP. DEFERRED COMPENSATION AGREEMENT THIS AGREEMENT is made and entered into this 15th day of April, 2010, by and between Scott Feldhacker ("Participant") and AMERICAN STANDARD ENERGY CORP. (the "Corporation");Deferred Compensation Agreement • October 4th, 2010 • Famous Uncle Als Hot Dogs & Grille Inc • Retail-eating places
WHEREAS, the Corporation has established this Deferred Compensation Program ("Program") for certain of the employees of the Corporation; and
WARRANT TO PURCHASE COMMON STOCK OF AMERICAN STANDARD ENERGY CORP.American Standard Energy Corp. • October 4th, 2011 • Drilling oil & gas wells
This warrant (this “Warrant”) is being issued pursuant to the terms of that certain $300,000,000 Credit Agreement, dated as of September 21, 2011 (the “Credit Agreement”), between the Company and Macquarie Bank Limited.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2011 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This Amendment No. 1 (this “Amendment”) to that certain Registration Rights Agreement, dated as of January 26, 2011, by and among American Standard Energy Corp., a Delaware corporation (the “Corporation”) and each purchaser identified on the signature pages thereto (the “Registration Rights Agreement”), is made as of March ___, 2011, by and among the Corporation and Holders holding no less than two-thirds of the Registrable Securities issued and issuable pursuant to the Purchase Agreement and the Transaction Documents on the Closing Date (each as defined in the Registration Rights Agreement (collectively, the “Requisite Holders”). Defined terms used herein but not defined herein shall have the meanings ascribed to them in the Registration Rights Agreement.
AMENDED AGREEMENT FOR THE PURCHASE OF PARTIAL LEASEHOLDSAmended Agreement • January 27th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells
This Amended Agreement for the Purchase of Partial Leaseholds ("Agreement") executed this August 22, 20ll, by and between Geronimo Holding Corporation ("Seller") and American Standard Energy Corp. ("Buyer") amends the Agreement dated April 26, 2011 with respect only to the following Sections:
MODIFICATION AGREEMENTModification Agreement • February 15th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This Modification Agreement, dated as of February 9, 2012 (the “Agreement”), sets forth the agreement of American Standard Energy Corp., a Delaware corporation (the “Company”), and the parties identified as “Holders” on the signature page hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in the Series B Warrant (as defined below).
AGREEMENT FOR THE PURCHASE OF PARTIAL LEASEHOLDSAgreement for the Purchase of Partial Leaseholds • October 4th, 2010 • Famous Uncle Als Hot Dogs & Grille Inc • Retail-eating places • Arizona
This Agreement for the Purchase of Partial Leaseholds (“Agreement”) made and effective this April 28, 2010, by and between Geronimo Holding Corporation (“Seller”) and American Standard Energy, Corp. (“Buyer”).
SECURITY AGREEMENTSecurity Agreement • February 15th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of February 9, 2012, between ASEN 2, CORP., a Delaware corporation (the “Company”) and PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD., a Cayman Islands corporation (“Opportunities”) and PWCM MASTER FUND LTD., a Cayman Islands corporation, (“PWCM”; and together with each of their respective successors and assigns, Opportunities and PWCM, collectively, the “Secured Party”).
MODIFICATION AGREEMENTModification Agreement • July 27th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This Modification Agreement, dated as of July 23, 2012 (the “Agreement”), sets forth the agreement of American Standard Energy Corp., a Delaware corporation (the “Company”), and the parties identified as “Holders” on the signature page hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in the Warrants, as applicable (as defined below).
