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”).
SECOND AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, FIRST AMENDMENT TO AMENDED and Restated Secured Convertible Promissory Note AND LIMITED WAIVERNote and Warrant Purchase Agreement • September 17th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • New York
THIS SECOND AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, FIRST AMENDMENT TO AMENDED AND RESTATED SECURED CONVERTIBLE PROMISSORY NOTE AND LIMITED WAIVER (this “Amendment”) is made and entered into effective as of the 11th day of September, 2012 (the “Effective Date”), by and between ASEN 2 CORP., a Delaware corporation (“Company”), 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”).
September 12, 2012 Mr. Robert Thompson 35386 North 95th Street Scottsdale AZ 85262 Re: FINAL Letter Agreement – Retirement Compensation – Board of Directors Dear Bob:Retirement Compensation Agreement • September 17th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells
Thank you for your years of service to American Standard Energy Corp. (“American Standard”), as both a valued member and Chairman of the Board of Directors. You have helped American Standard through some difficult times, and, though you have decided to retire, we are pleased to have you continue as a shareholder.
