0001144204-11-019540 Sample Contracts

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities 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.

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AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration 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.

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