Unassociated Document


     

    
      EXHIBIT
10.1


    

    
     

      SUBSCRIPTION
AGREEMENT

      


      


      THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of
October 15, 2010, by and between Famous Uncle Al’s Hot Dogs & Grille, Inc.,
a Delaware corporation (the “Company”), and the subscribers
identified on the signature pages hereto (each a “Subscriber” and collectively,
the “Subscribers”).

      


      RECITALS:

      


      WHEREAS, the Company and the
Subscribers are executing and delivering this Agreement in reliance upon an
exemption from securities registration afforded by the provisions of Section
4(2), Section 4(6), Regulation D (“Regulation D”) and/or
Regulation S (“Regulation
S”) as promulgated by the United States Securities and Exchange
Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “1933 Act”).

      


      WHEREAS, this is a private
offering (the
“Offering”) in which the
Subscribers agree to purchase and the Company agrees to offer and sell shares of
its common stock (the “Purchased Shares”) at a price
of $2.65 per share (the “Share
Purchase Price”) for aggregate gross proceeds of up to $_______________
(the “Purchase
Price”).

      


      WHEREAS, in connection with
the Offering, the Company shall issue to the Subscribers share purchase warrants
(the “Series A
Warrants”) in the form attached hereto as Exhibit A (the “Warrants”), with the Warrants entitling
the Subscribers to purchase one and a half (1.5) shares of the Company’s Common
Stock (the “A Warrant Shares”) for every
share purchased in this Private Placement by the Subscriber, (collectively
the  Purchased Shares and Warrants are  referred to as the
“Purchased
Securities”).

      


      WHEREAS, the Company desires
to enter into this Agreement to issue and sell the Purchased Securities and the
Subscriber desires to purchase that number of Purchased Securities set forth on
the signature page hereto on the terms and conditions set forth
herein.

      


      AGREEMENT:

      


      NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Agreement, the Company and the Subscriber hereby agree as follows:

      


      1.
 Purchase and
Sale of Purchased Securities.

      


      (a)  The Purchased
Shares.  Subject to the satisfaction or waiver of the terms and
conditions of this Agreement, on the Closing Date (as defined below), each
Subscriber shall purchase and the Company shall sell to each Subscriber the
Purchased Shares for the portion of the Purchase Price designated on the
signature pages hereto.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
 

      (b)  Warrants.  Upon
the following terms and conditions and for no additional consideration, each of
the Subscribers shall be issued Series A Warrants in the form attached hereto as
Exhibit A with the
Series A Warrants entitling the Subscribers to purchase one and a half (1.5)
shares of the Company’s Common Stock for every share purchased by the Subscriber
for Purchased Shares as set forth on the signature pages hereto. The Warrants
shall expire one hundred and twenty (120) days following the Closing Date, and
the Warrants shall have an initial exercise price of $2.75.

      


      2.  Closing.  The
issuance and sale of the Purchased Securities shall occur on the closing date
(the “Closing Date”),
which shall be the date that Subscriber funds representing the net amount due to
the Company from the Purchase Price of the Offering is transmitted by wire
transfer or otherwise to or for the benefit of the Company. The initial Closing
Date shall occur on or before October 19, 2010 (the “Initial Closing”) and shall
transmit to the Company gross proceeds of at least
$_________________.  The consummation of the transactions contemplated
herein (the “Closing”)
shall take place at the offices of Heskett & Heskett, 501 South Johnstone,
Suite 501, Bartlesville, Oklahoma 74003 on such date and time as the Subscribers
and the Company may agree upon; provided, that all of
the conditions set forth in Section 11 hereof and applicable to the Closing
shall have been fulfilled or waived in accordance herewith. The Subscriber and
the Company acknowledge and agree that the Company may consummate the sale of
additional Purchased Securities to the Subscriber, on the terms set forth in
this Agreement and the other Transaction Documents as defined herein, at more
than one closing (each referred to herein as a “Closing”).

      


      3.  Subscriber Representations,
Warranties and Covenants.  The Subscriber hereby represents and
warrants to and agrees with the Company that:

      


      (a)  Organization and Standing of
the Subscriber.  If such Subscriber is an entity, such
Subscriber is a corporation, partnership or other entity duly incorporated or
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization.

      


      (b)  Authorization and
Power.  Such Subscriber has the requisite power and authority
to enter into and perform this Agreement and the other Transaction Documents (as
defined in Section 4(c)) and to purchase the Purchased Securities being sold to
it hereunder.  The execution, delivery and performance of this
Agreement and the other Transaction Documents by such Subscriber and the
consummation by it of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate or partnership action, and no further
consent or authorization of such Subscriber or its Board of Directors,
stockholders, partners, members, as the case may be, is
required.  This Agreement and the other Transaction Documents have
been duly authorized, executed and delivered by such Subscriber and constitutes,
or shall constitute when executed and delivered, a valid and binding obligation
of such Subscriber enforceable against such Subscriber in accordance with the
terms thereof.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (c)  No
Conflicts.  The execution, delivery and performance of this
Agreement and the other Transaction Documents and the consummation by such
Subscriber of the transactions contemplated hereby and thereby or relating
hereto do not and will not (i) result in a violation of such Subscriber’s
charter documents or bylaws or other organizational documents or (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of any agreement, indenture or
instrument or obligation to which such Subscriber is a party or by which its
properties or assets are bound, or result in a violation of any law, rule, or
regulation, or any order, judgment or decree of any court or governmental agency
applicable to such Subscriber or its properties (except for such conflicts,
defaults and violations as would not, individually or in the aggregate, have a
material adverse effect on such Subscriber).  Such Subscriber is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under this Agreement and the other
Transaction Documents or to purchase the Purchased Securities in accordance with
the terms hereof, provided that for purposes of the representation made in this
sentence, such Subscriber is assuming and relying upon the accuracy of the
relevant representations and agreements of the Company herein.

      


      (d)  Acquisition for
Investment. The Subscriber is acquiring the Purchased Securities solely
for its own account for the purpose of investment and not with a view to or for
resale in connection with a distribution.  The Subscriber does not
have a present intention to sell the Purchased Securities, nor a present
arrangement (whether or not legally binding) or intention to effect any
distribution of the Purchased Securities to or through any person or entity;
provided, however, that by
making the representations herein and subject to Section 3.2(h) below, the
Subscriber does not agree to hold the Purchased Securities for any minimum or
other specific term and reserves the right to dispose of the Purchased
Securities at any time in accordance with Federal and state securities laws
applicable to such disposition.  The Subscriber acknowledges that it
is able to bear the financial risks associated with an investment in the
Purchased Securities and that it has been given full access to such records of
the Company and the subsidiaries and to the officers of the Company and the
subsidiaries and received such information as it has deemed necessary or
appropriate to conduct its due diligence investigation and has sufficient
knowledge and experience in investing in companies similar to the Company in
terms of the Company’s stage of development so as to be able to evaluate the
risks and merits of its investment in the Company.

       

      (e)  Information on
Company.  Such Subscriber has been furnished with or has had
access to the EDGAR Website of the Commission and to the Company’s Form 8-K
filed on EDGAR on October 4, 2010 for the fiscal year ended December 31, 2009,
together with all other filings made with the Commission available at the EDGAR
website (hereinafter referred to collectively as the “Reports”) and all
correspondence from the Commission to the Company including but not limited to
the Commission’s comment letters relating to the Company’s periodic filings with
the Commission whether available at the EDGAR website or not.  In
addition, such Subscriber has received in writing from the Company such other
information concerning its operations, financial condition and other matters as
such Subscriber has requested in writing, identified thereon as OTHER WRITTEN
INFORMATION (such other information is collectively, the “Other Written Information”),
and considered all factors such Subscriber deems material in deciding on the
advisability of investing in the Purchased Securities.  Such
Subscriber has relied on the Reports and Other Written Information in making its
investment decision.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (f)  Opportunities for Additional
Information.  The Subscriber acknowledges that the Subscriber
has had the opportunity to ask questions of and receive answers from, or obtain
additional information from, the executive officers of the Company concerning
the financial and other affairs of the Company.

      


      (g)  Information on
Subscriber.  Subscriber is, and will be on the Closing Date, an
“accredited investor”,
as such term is defined in Regulation D promulgated by the Commission under the
1933 Act, is experienced in investments and business matters, has made
investments of a speculative nature and has purchased securities of United
States publicly-owned companies in private placements in the past and, with its
representatives, has such knowledge and experience in financial, tax and other
business matters as to enable such Subscriber to utilize the information made
available by the Company to evaluate the merits and risks of and to make an
informed investment decision with respect to the proposed purchase, which
represents a speculative investment.  Such Subscriber has the
authority and is duly and legally qualified to purchase and own the Purchased
Securities.  Such Subscriber is able to bear the risk of such
investment for an indefinite period and to afford a complete loss
thereof.  The information set forth on the signature page hereto
regarding such Subscriber is accurate.

      


      (h)  Compliance with 1933
Act.  Such Subscriber understands and agrees that the Purchased
Securities have not been registered under the 1933 Act or any applicable state
securities laws, by reason of their issuance in a transaction that does not
require registration under the 1933 Act (based in part on the accuracy of the
representations and warranties of the Subscriber contained herein), and that
such Purchased Securities must be held indefinitely unless a subsequent
disposition is registered under the 1933 Act or any applicable state securities
laws or is exempt from such registration.  The Subscriber acknowledges
that the Subscriber is familiar with Rule 144 of the rules and regulations of
the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such
person has been advised that Rule 144 permits resales only under certain
circumstances. The Subscriber understands that to the extent that Rule 144 is
not available, the Subscriber will be unable to sell any Purchased Securities
without either registration under the 1933 Act or the existence of another
exemption from such registration requirement. In any event, and subject to
compliance with applicable securities laws, the Subscriber may enter into lawful
hedging transactions in the course of hedging the position they assume and the
Subscriber may also enter into lawful short positions or other derivative
transactions relating to the Purchased Securities, and deliver the Purchased
Securities, to close out their short or other positions or otherwise settle
other transactions, or loan or pledge the Purchased Securities, to third parties
who in turn may dispose of these Purchased Securities.

      


      (i)  Purchased Securities
Legend.  The Purchased Securities shall bear the following or
similar legend:

      


      “THE ISSUANCE AND SALE OF THE PURCHASED SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, NOR APPLICABLE STATE SECURITIES
LAWS.  THE PURCHASED SECURITIES MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE PURCHASED SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL
(WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR  PURSUANT TO RULE 144 OR RULE 144A
UNDER SAID ACT, OR
OTHERWISE.  NOTWITHSTANDING THE
FOREGOING, THE PURCHASED
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE PURCHASED SECURITIES.”

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (j)
 Communication of
Offer.  The offer to sell the Purchased Securities was directly
communicated to such Subscriber by the Company.  At no time was such
Subscriber presented with or solicited by any leaflet, newspaper or magazine
article, radio or television advertisement, or any other form of general
advertising or solicited or invited to attend a promotional meeting otherwise
than in connection and concurrently with such communicated offer.

      


      (k)
 Restricted
Securities.  Such Subscriber understands that the Purchased
Securities have not been registered under the 1933 Act and such Subscriber will
not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any
of the Purchased Securities unless pursuant to an effective registration
statement under the 1933 Act, or unless an exemption from registration is
available.  Notwithstanding anything to the contrary contained in this
Agreement, such Subscriber may transfer (without restriction and without the
need for an opinion of counsel) the Purchased Securities to its Affiliates (as
defined below) provided that each such Affiliate is an “accredited investor”
under Regulation D and such Affiliate agrees to be bound by the terms and
conditions of this Agreement. For the purposes of this Agreement, an “Affiliate” of any person or
entity means any other person or entity directly or indirectly controlling,
controlled by or under direct or indirect common control with such person or
entity.  Affiliate includes each Subsidiary of the Company.  For
purposes of this definition, “control” means the power to
direct the management and policies of such person or firm, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.

      


      (l)
 No Governmental
Review.  Such Subscriber understands that no United States federal
or state agency or any other governmental or state agency has passed on or made
recommendations or endorsement of the Purchased Securities or the
suitability of the investment in the Purchased Securities nor have such
authorities passed upon or endorsed the merits of the offering of the Purchased
Securities.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (m)
 Correctness of
Representations.  Such Subscriber represents that the foregoing
representations and warranties are true and correct as of the date hereof and,
unless such Subscriber otherwise notifies the Company prior to the Closing Date,
shall be true and correct as of the Closing Date.  The Subscriber
understands that the Purchased Securities are being offered and sold in reliance
on a transactional exemption from the registration requirement of Federal and
state securities laws and the Company is relying upon the truth and accuracy of
the representations, warranties, agreements, acknowledgments and understandings
of the Subscriber set forth herein in order to determine the applicability of
such exemptions and the suitability of the Subscriber to acquire the Purchased
Securities.

      


      (n)
 Short Sales and
Confidentiality.  Other than the transaction contemplated hereunder,
the Subscriber has not directly or indirectly, nor has any person acting on
behalf of or pursuant to any understanding with the Subscriber, executed any
disposition, including short sales (but not including the location and/or
reservation of borrowable shares of Common Stock), in the securities of the
Company during the period commencing from the time that the Subscriber first
received a term sheet from the Company or any other person setting forth the
material terms of the transactions contemplated hereunder until the date that
the transactions contemplated by this Agreement are first publicly announced as
described in Section 7(m).  The Subscriber covenants that until such
time as the transactions contemplated by this Agreement are publicly disclosed
by the Company as described in Section 7(m), the Subscriber will maintain the
confidentiality of all disclosures made to it in connection with this
transaction (including the existence and terms of this transaction). The
Subscriber understands and acknowledges that the Commission currently takes the
position that coverage of short sales of shares of the Common Stock “against the
box” prior to the effective date of the Registration Statement with the
Purchased Securities is a violation of Section 5 of the 1933 Act, as set forth
in Item 65, Section 5 under Section A, of the Manual of Publicly Available
Telephone Interpretations, dated July 1997, compiled by the Office of Chief
Counsel, Division of Corporation Finance. Notwithstanding the foregoing, the
Subscriber does not make any representation, warranty or covenant hereby that it
will not engage in short sales in the securities of the Company after the date
that the transactions contemplated by this Agreement are first publicly
announced as described in Section 7(m). Notwithstanding the foregoing, in the
case of a Subscriber that is a multi-managed investment vehicle whereby separate
portfolio managers manage separate portions of such Subscriber's assets and the
portfolio managers have no direct knowledge of the investment decisions made by
the portfolio managers managing other portions of such Subscriber's assets, the
covenant set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase
the Purchased Securities covered by this Agreement.

      


      4.
 Company
Representations and Warranties.  The Company represents and
warrants to and agrees with each Subscriber that:

      


      (a)
 Due
Incorporation.  The Company is a corporation or other entity
duly incorporated or organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or organization and has the
requisite corporate power to own its properties and to carry on
its business as presently conducted.  For purposes of this
Agreement, a “Material Adverse
Effect” means any material adverse effect on the business,
operations, properties, or financial condition of the Company and its
Subsidiaries individually, or in the aggregate and/or any condition,
circumstance, or situation that would prohibit or otherwise materially interfere
with the ability of the Company to perform any of its obligations under this
Agreement in any material respect. For purposes of this Agreement, “Subsidiary” means, with respect
to any entity at any date, any corporation, limited or general partnership,
limited liability company, trust, estate, association, joint venture or other
business entity of which more than 30% of (i) the outstanding capital
stock having (in the absence of contingencies) ordinary voting power to elect a
majority of the board of directors or other managing body of such entity,
(ii) in the case of a partnership or limited liability company, the
interest in the capital or profits of such partnership or limited liability
company or (iii) in the case of a trust, estate, association, joint venture
or other entity, the beneficial interest in such trust, estate, association or
other entity business is, at the time of determination, owned or controlled
directly or indirectly through one or more intermediaries, by such
entity.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (b)
 Outstanding
Stock.  All issued and outstanding shares of capital stock and
equity interests in the Company have been duly authorized and validly issued and
are fully paid and non-assessable.

      


      (c)
 Authority;
Enforceability.  This Agreement, the Purchased
Securities, and any other agreements delivered together with this Agreement
or in connection herewith (collectively, the “Transaction Documents”) have
been duly authorized, executed and delivered by the Company and are valid and
binding agreements of the Company enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors’ rights generally and to general principles of
equity.  The Company has full corporate power and authority necessary
to enter into and deliver the Transaction Documents and to perform its
obligations thereunder.

      


      (d)
 Consents.  No
consent, approval, authorization or order of any court, governmental agency or
body or arbitrator having jurisdiction over the Company, or any of its
Affiliates, the Over The Counter Bulletin Board (the “Bulletin Board”) or the
Company’s shareholders is required for the execution by the Company of the
Transaction Documents and compliance and performance by the Company of its
obligations under the Transaction Documents, including, without limitation, the
issuance and sale of the Purchased Securities.  The Transaction
Documents and the Company’s performance of its obligations thereunder have been
unanimously approved by the Company’s Board of Directors.  No consent,
approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any governmental authority in the
world, including without limitation, the United States, or elsewhere is required
by the Company or any Affiliate of the Company in connection with the
consummation of the transactions contemplated by this Agreement, except as would
not otherwise have a Material Adverse Effect or the consummation of any of the
other agreements, covenants or commitments of the Company or any Subsidiary
contemplated by the other Transaction Documents. Any such qualifications and
filings will, in the case of qualifications, be effective on the Closing and
will, in the case of filings, be made within the time prescribed by
law.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (e)
 No Violation or
Conflict.  Assuming the representations and warranties of the
Subscriber in Section 3 are true and correct, neither the issuance nor sale of
the Purchased Securities nor the performance of the Company’s obligations under
this Agreement and all other Transaction Documents entered into by the Company
relating thereto will:

      


      (i) 
violate, conflict with, result in a breach of, or constitute a default (or an
event which with the giving of notice or the lapse of time or both would be
reasonably likely to constitute a default) under (A) the articles or certificate
of incorporation, charter or bylaws of the Company, (B) to the Company’s
knowledge, any decree, judgment, order, law, treaty, rule, regulation or
determination applicable to the Company of any court, governmental agency or
body, or arbitrator having jurisdiction over the Company or over the properties
or assets of the Company or any of its Affiliates, (C) the terms of any bond,
debenture, note or any other evidence of indebtedness, or any agreement, stock
option or other similar plan, indenture, lease, mortgage, deed of trust or other
instrument to which the Company or any of its Affiliates is a party, by which
the Company or any of its Affiliates is bound, or to which any of the properties
of the Company or any of its Affiliates is subject, or (D) the terms of any
“lock-up” or similar provision of any underwriting or similar agreement to which
the Company, or any of its Affiliates is a party except the violation, conflict,
breach, or default of which would not have a Material Adverse Effect;
or

      


      (ii) 
result in the creation or imposition of any lien, charge or encumbrance upon the
Purchased Securities or any of the assets of the Company or any of its
Affiliates except in favor of Subscriber as described herein; or

      


      (iii) 
result in the activation of any anti-dilution rights or a reset or repricing of
any debt, equity or security instrument of any creditor or equity holder of the
Company, or the holder of the right to receive any debt, equity or security
instrument of the Company nor result in the acceleration of the due date of
any obligation of the Company; or

      


      (iv) 
result in the triggering of any piggy-back or other registration rights of any
person or entity holding securities of the Company or having the right to
receive securities of the Company.

      


      (f)
 The Purchased Securities.  The
Purchased Securities upon issuance:

      


      (i) 
are, or will be, free and clear of any security interests, liens, claims or
other encumbrances, subject only to restrictions upon transfer under the 1933
Act and any applicable state securities laws;

      


      (ii) 
have been, or will be, duly and validly authorized and on the date of issuance
of the Purchased Securities, the Purchased Securities will be duly and validly
issued, fully paid and nonassessable or if resold in a transaction registered
pursuant to the 1933 Act and pursuant to an effective registration statement or
exempt from registration will be free trading, unrestricted and
unlegended;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (iii)
 will not have been issued or sold in violation of any preemptive or other
similar rights of the holders of any securities of the Company or rights to
acquire securities of the Company; and

      


      (iv)
 will not subject the holders thereof to personal liability by reason of
being such holders.

      


      (g)
 Litigation.  There
is no pending or, to the best knowledge of the Company, threatened action, suit,
proceeding or investigation before any court, governmental agency or body, or
arbitrator having jurisdiction over the Company, or any of its Affiliates that
would affect the execution by the Company or the complete and timely performance
by the Company of its obligations under the Transaction
Documents.  Except as disclosed in the Reports, there is no pending
or, to the best knowledge of the Company, basis for or threatened action, suit,
proceeding or investigation before any court, governmental agency or body, or
arbitrator having jurisdiction over the Company, or any of its Affiliates which
litigation if adversely determined would have a Material Adverse
Effect.

      


      (h)
 Defaults.  The
Company is not in material violation of its articles of incorporation or
bylaws. The Company is (i) not in default under or in violation of any
other material agreement or instrument to which it is a party or by which it or
any of its properties are bound or affected, which default or violation would
have a Material Adverse Effect, (ii) not in default with respect to any order of
any court, arbitrator or governmental body or subject to or party to any order
of any court or governmental authority arising out of any action, suit or
proceeding under any statute or other law respecting antitrust, monopoly,
restraint of trade, unfair competition or similar matters which default would
have a Material Adverse Effect, or (iii) not in violation of any statute, rule
or regulation of any governmental authority which violation would have a
Material Adverse Effect.

      


      (i)
 No General
Solicitation.  Neither the Company, nor any of its Affiliates,
nor to its knowledge, any person acting on its or their behalf, has engaged in
any form of general solicitation or general advertising (within the meaning of
Regulation D/Regulation S under the 1933 Act) in connection with the offer or
sale of the Purchased Securities.

      


      (j)  Reporting
Company.  The Company is a publicly-held company subject to
reporting obligations pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the “1934
Act”).  Pursuant to the provisions of the 1934 Act, the Company
has timely filed all reports and other materials required to be filed thereunder
with the Commission during the preceding twelve months.

      


      (k)  Listing.  The
Company’s common stock is quoted on the Bulletin Board currently under the
symbol “FDOG”.  The Company has not received any oral or written
notice that its common stock is not eligible nor will become ineligible for
quotation on the Bulletin Board nor that its common stock does not meet all
requirements for the continuation of such quotation.  The Company
satisfies all the requirements for the continued quotation of its common stock
on the Bulletin Board.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (l)
 Transfer
Agent. The name, address, and telephone number, of the Company
transfer agent is Standard Registrar & Transfer Company, Inc. 12528 South
1840 East, Draper, UT 84020; (801) 571-8844.

      


      (m)
 Independent
Nature of Subscribers. The Company acknowledges that the obligations of
each Subscriber under the Transaction Documents are several and not joint with
the obligations of any other Subscriber, and no Subscriber shall be responsible
in any way for the performance of the obligations of any other Subscriber under
the Transaction Documents. The Company acknowledges that the decision of each
Subscriber to purchase securities pursuant to this Agreement has been made by
such Subscriber independently of any other Subscriber and independently of any
information, materials, statements or opinions as to the business, affairs,
operations, assets, properties, liabilities, results of operations, condition
(financial or otherwise) or prospects of the Company or of its Subsidiaries
which may have been made or given by any other Subscriber or by any agent
or employee of any other Subscriber, and no Subscriber or any of its agents or
employees shall have any liability to any Subscriber (or any other person)
relating to or arising from any such information, materials, statements or
opinions. The Company acknowledges that nothing contained herein, or in any
Transaction Documents, and no action taken by any Subscriber pursuant hereto or
thereto, shall be deemed to constitute the Subscribers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Subscribers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the
Transaction Documents. The Company acknowledges that each Subscriber shall be
entitled to independently protect and enforce its rights, including without
limitation, the rights arising out of this Agreement or out of the other
Transaction Documents, and it shall not be necessary for any other Subscriber to
be joined as an additional party in any proceeding for such
purpose.

      


      (n)
 PFIC.  Neither
the Company nor any of its Subsidiaries is or intends to become a “passive
foreign investment company” within the meaning of Section 1297 of the U.S.
Internal Revenue Code of 1986, as amended.

      


      (o)
 Correctness of
Representations.  The Company represents that the foregoing
representations and warranties are true and correct as of the date hereof in all
material respects, and, unless the Company otherwise notifies the Subscribers
prior to the Closing Date, shall be true and correct in all material respects as
of the Closing Date; provided, that, if such representation or warranty is made
as of a different date, in which case such representation or warranty shall be
true as of such date.

      


      (p)
 Survival.  The
foregoing representations and warranties shall survive for a period of two years
after the Closing Date.

      


      5.
 Regulation
D/Regulation
S
Offering.  The offer and issuance of the Purchased Securities
to the Subscribers is being made pursuant to the exemption from the registration
provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933
Act or Rule 506 of Regulation D and/or Regulation S promulgated
thereunder.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      6.
 Covenants of the
Company.  The Company covenants and agrees with the Subscribers
as follows:

      


      (a)
 Listing/Quotation.  The
Company will maintain the quotation or listing of its common stock on the
American Stock Exchange, Nasdaq Capital Market, Nasdaq Global Market, Nasdaq
Global Select Market, Bulletin Board, or New York Stock Exchange (whichever of
the foregoing is at the time the principal trading exchange or market for the
common stock (the “Principal
Market”), and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Principal Market,
as applicable, as long as any Purchased Securities are outstanding. The Company
will provide Subscribers with copies of all notices it receives notifying the
Company of the threatened and actual delisting of the common stock from any
Principal Market.  As of the date of this Agreement and the Closing
Date, the Bulletin Board is and will be the Principal Market.

      


      (b)
 Market
Regulations.  If required, the Company shall notify the
Commission, the Principal Market and applicable state authorities, in accordance
with their requirements, of the transactions contemplated by this Agreement, and
shall take all other necessary action and proceedings as may be required and
permitted by applicable law, rule and regulation, for the legal and valid
issuance of the Purchased Securities to the Subscribers and promptly provide
copies thereof to the Subscribers.

      


      (c)  Use of
Proceeds.  The proceeds of the Offering will be employed by the
Company for expenses of the Offering, and general working
capital.  The Purchase Price may not and will not be used for accrued
and unpaid officer and director salaries, payment of financing related debt,
redemption of outstanding notes or equity instruments of the Company nor
non-trade obligations outstanding on the Closing Date.

      


      (d)
 Books and
Records.  From the date of this Agreement and until the End
Date, the Company will keep true records and books of account in which full,
true and correct entries will be made of all dealings or transactions in
relation to its business and affairs in accordance with generally accepted
accounting principles applied on a consistent basis.

      


      (e)
 Governmental
Authorities.  From the date of this Agreement and until the End
Date, the Company shall duly observe and conform in all material respects to all
valid requirements of governmental authorities relating to the conduct of its
business or to its properties or assets.

      


      (f)
 Non-Public
Information.  The Company covenants and agrees that except for
the Reports, Other Written Information and schedules and exhibits to this
Agreement and the Transaction Documents, which information the Company
undertakes to publicly disclose on the Form 8-K described in Section 7(k) above
and except for the information as to currently contemplated and/or negotiated
financing transactions, neither it nor any other person acting on its behalf
will at any time provide any Subscriber or its agents or counsel with any
information that the Company believes constitutes material non-public
information, unless prior thereto such Subscriber shall have agreed in writing
to accept such information.  The Company understands and confirms that
each Subscriber shall be relying on the foregoing representations in effecting
transactions in securities of the Company.

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      7.
 Covenants of the
Company Regarding Indemnification.

      


      (a)
 The Company agrees to indemnify, hold harmless, reimburse and defend the
Subscribers, the Subscribers’ officers, directors, agents, Affiliates, members,
managers, control persons, and principal shareholders, against any claim, cost,
expense, liability, obligation, loss or damage (including reasonable legal fees)
of any nature, incurred by or imposed upon the Subscribers or any such person
which results, arises out of or is based upon (i) any material misrepresentation
by the Company or breach of any representation or warranty by the Company in
this Agreement or in any Exhibits or Schedules attached hereto in any
Transaction Documents, or (ii) after any applicable notice and/or cure periods,
any breach or default in performance by the Company of any material covenant or
undertaking to be performed by the Company hereunder, or any other material
agreement entered into by the Company and Subscribers relating
hereto.

      


      (b)
 The Subscribers agree to indemnify, hold harmless, reimburse and defend
the Company, the Company’s officers, directors, agents, Affiliates,
members, managers, control persons, and principal shareholders, against any
claim, cost, expense, liability, obligation, loss or damage (including
reasonable legal fees) of any nature, incurred by or imposed upon them or any
such person which results, arises out of or is based upon any material
misrepresentation by the Subscribers in this Agreement or in any Exhibits or
Schedules attached hereto or in any Transaction
Documents.  Notwithstanding the forgoing, in no event shall the
liability of the Subscriber or permitted successor hereunder, or under any
Transaction Documents or other agreement delivered in connection
herewith, exceed the Purchase Price paid by such Subscriber.

      


      (c)
 The procedures set forth in Section 9(f) shall apply to the
indemnification set forth in Section 8.

      


      8.  Closing
Conditions.

      


      (a)  The
obligation hereunder of the Subscriber to acquire and pay for the Purchased
Securities is subject to the satisfaction or waiver, at or before the Closing,
of each of the conditions set forth below. These conditions are for the
Subscriber’s sole benefit and may be waived by the Subscriber at any time in its
sole discretion.

      


      (i)  The
representations and warranties of the Company contained in this Agreement shall
have been true and correct on the date of this Agreement and shall be true and
correct on the Closing Date as if given on and as of the Closing Date (except
for representations given as of a specific date, which representations shall be
true and correct as of such date), and on or before the Closing Date the Company
shall have performed all covenants and agreements of the Company contained
herein or in any of the other Transaction Documents required to be performed by
the Company on or before the Closing Date;

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (ii)  The
Company shall have delivered to the Escrow Agent a certificate, dated the
Closing Date, duly executed by its Chief Executive Officer, to the effect set
forth in subparagraph (i) of this Section 8(a);

      


      (iii)  The
Transaction Documents have been duly executed and delivered by the Company to
the Escrow Agent.

      


      (b)  The
obligation hereunder of the Company to issue and sell the Purchased Securities
to the Purchaser is subject to the satisfaction or waiver, at or before the
Closing, of each of the conditions set forth below. These conditions are for the
Company’s sole benefit and may be waived by the Company at any time in its sole
discretion.

      


      (i)  The
representations and warranties of the Subscriber in this Agreement and each of
the other Transaction Documents to which the Subscriber is a party shall be true
and correct in all material respects as of the date when made and as of the
Closing Date as though made at that time, except for representations and
warranties that are expressly made as of a particular date, which shall be true
and correct in all material respects as of such date;

      


      (ii)  The
initial Closing Date shall have occurred on or before October 19, 2010 and shall
have transmitted to the Company gross proceeds of at least $_________________;
and

      


      (iv)  The
Transaction Documents to which the Subscriber is a party have been duly executed
and delivered by the Subscriber to the Escrow Agent.

      
      

      


      9.  Miscellaneous.

      


      (a)
 Notices.  All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      If to the
Company, to:

      


      Famous
Uncle Al’s Hot Dogs & Grills, Inc.

      C/O
American Standard Energy Corp.

      60 East
Rio Salado Parkway

      Suite
900

      Tempe,
AZ 85281

      (480)
366-5818

      


      If to the
Subscribers:

       

      To each
of the addresses and facsimile numbers listed on the signature pages of this
Agreement

      


      (b)
 Entire
Agreement; Amendment.  This Agreement and the other Transaction
Documents contain the entire understanding and agreement of the parties with
respect to the matters covered hereby and, except as specifically set forth
herein or in the Transaction Documents, neither the Company nor any of the
Subscribers makes any representations, warranty, covenant or undertaking with
respect to such matters and they supersede all prior understandings and
agreements with respect to said subject matter, all of which are merged herein.
No provision of this Agreement nor any of the Transaction Documents may be
waived or amended other than by a written instrument signed by the Company and
the holders of at least fifty percent (50%) of the total shares of common stock
purchased in the Offering and then outstanding (the “Majority Holders”), and no
provision hereof may be waived other than by a written instrument signed by the
party against whom enforcement of any such waiver is sought. No such amendment
shall be effective to the extent that it applies to less than all of the holders
of the Purchased Shares then outstanding. No consideration shall be offered or
paid to any person to amend or consent to a waiver or modification of any
provision of any of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents or holders of
Purchased Shares, as the case may be.

      


      (c)
 Counterparts/Execution.  This
Agreement may be executed in any number of counterparts and by the different
signatories hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute but one
and the same instrument.  This Agreement may be executed by facsimile
transmission, PDF, electronic signature or other similar electronic means with
the same force and effect as if such signature page were an original
thereof.

      


      (d) 
Law Governing this
Agreement.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Arizona without regard to principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of
Arizona or in the federal courts located in the state and county of
Arizona.  The parties to this Agreement hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon
forum non
conveniens.  The parties executing this Agreement
and other agreements referred to herein or delivered in connection herewith on
behalf of the Company agree to submit to the in personam jurisdiction of such
courts and hereby irrevocably waive trial by jury.  The
prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs.  In the event that any provision
of this Agreement or any other agreement delivered in connection herewith is
invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of
law.  Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other
provision of any agreement.  Each party hereby irrevocably waives
personal service of process and consents to process being served in any suit,
action or proceeding in connection with this Agreement or any other Transaction
Documents by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by law.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (e)
 Specific
Enforcement, Consent to Jurisdiction.  The Company and
Subscribers acknowledge and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached.  It
is accordingly agreed that the parties shall be entitled to seek an injunction
or injunctions to prevent or cure breaches of the provisions of this Agreement
and to enforce specifically the terms and provisions hereof, this being in
addition to any other remedy to which any of them may be entitled by law or
equity.  Subject to Section 13(d) hereof, the Company and the
Subscribers hereby irrevocably waive, and agree not to assert in any such suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction in New York of such court, that the suit, action or proceeding is
brought in an inconvenient forum or that the venue of the suit, action or
proceeding is improper.  Nothing in this Section shall affect or limit
any right to serve process in any other manner permitted by law.

      


      (f)
 Damages.  In the
event the Subscriber is entitled to receive any liquidated damages pursuant to
the Transactions Documents, the Subscriber may elect to receive the greater of
actual damages or such liquidated damages.

      


      (g)  Maximum
Payments.  Nothing contained herein or in any document referred
to herein or delivered in connection herewith shall be deemed to establish or
require the payment of a rate of interest or other charges in excess of the
maximum permitted by applicable law.  In the event that the rate of
interest or dividends required to be paid or other charges hereunder exceed the
maximum permitted by such law, any payments in excess of such maximum shall be
credited against amounts owed by the Company to the Subscriber and thus refunded
to the Company.

      


      (h)
 Calendar
Days.  All references to “days” in the Transaction Documents shall
mean calendar days unless otherwise stated.  The terms “business days”
and “trading days” shall mean days that the New York Stock Exchange is open for
trading for three or more hours.  Time periods shall be determined as
if the relevant action, calculation or time period were occurring in New York
City.  Any deadline that falls on a non-business day in any of the
Transaction Documents shall be automatically extended to the next business day
and interest, if any, shall be calculated and payable through such extended
period.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (i)
 Captions:
Certain Definitions.  The captions of the various sections and
paragraphs of this Agreement have been inserted only for the purposes of
convenience; such captions are not a part of this Agreement and shall not be
deemed in any manner to modify, explain, enlarge or restrict any of the
provisions of this Agreement.  As used in this Agreement the term
“person” shall mean and
include an individual, a partnership, a joint venture, a corporation, a limited
liability company, a trust, an unincorporated organization and a government or
any department or agency thereof.

      


      (j)
 Severability.  In
the event that any term or provision of this Agreement shall be finally
determined to be superseded, invalid, illegal or otherwise unenforceable
pursuant to applicable law by an authority having jurisdiction and venue, that
determination shall not impair or otherwise affect the validity, legality or
enforceability: (i) by or before that authority of the remaining terms and
provisions of this Agreement, which shall be enforced as if the unenforceable
term or provision were deleted, or (ii) by or before any other authority of any
of the terms and provisions of this Agreement.

      


      


      [Signature
Pages Follow]

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      SIGNATURE PAGE TO SUBSCRIPTION
AGREEMENT

      


      Please
acknowledge your acceptance of the foregoing Subscription Agreement with Famous
Uncle Al’s Hot Dogs & Grille, Inc. by signing and returning a copy to the
Company whereupon it shall become a binding agreement.

      


      NUMBER
OF SHARES  _______________   x    $2.65
=   _______________  (the “Purchase
Price”)

      


      


      
        	
                ___________________________________

              	 	
                _____________________________________

              
	
                Signature

              	 	
                Signature
      (if purchasing jointly)

              
	 
      	 	 
      
	
                ___________________________________

              	 	
                _____________________________________

              
	
                Name
      Typed or Printed

              	 	
                Name
      Typed or Printed

              
	 
      	 	 
      
	
                ___________________________________

              	 	
                _____________________________________

              
	
                Entity
      Name

              	 	
                Entity
      Name

              
	 
      	 	 
      
	
                ___________________________________

              	 	
                _____________________________________

              
	
                Address

              	 	
                Address

              
	 
      	 	 
      
	
                ___________________________________

              	 	
                _____________________________________

              
	
                City,
      State and Zip Code

              	 	
                City,
      State and Zip Code

              
	 
      	 	 
      
	
                ___________________________________

              	 	
                _____________________________________

              
	
                Telephone
      - Business

              	 	
                Telephone
      - Business

              
	 
      	 	 
      
	
                ___________________________________

              	 	
                _____________________________________

              
	
                Telephone
      – Residence

              	 	
                Telephone
      – Residence

              
	 
      	 	 
      
	
                ___________________________________

              	 	
                _____________________________________

              
	
                Facsimile
      – Business

              	 	
                Facsimile
      - Business

              
	 
      	 	 
      
	
                ___________________________________

              	 	
                _____________________________________

              
	
                Facsimile
      – Residence

              	 	
                Facsimile
      – Residence

              
	 
      	 	 
      
	
                ___________________________________

              	 	
                _____________________________________

              
	
                Tax
      ID # or Social Security #

              	 	
                Tax
      ID # or Social Security #

              


      

      


      Name in
which securities should be
issued:                                                                                                

      


      Dated: 
October 18, 2010

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      This
Subscription Agreement is agreed to and accepted as of October 18,
2010.

      


      
        
          	 
      	
                  FAMOUS
      UNCLE AL’S HOT DOGS & GRILLE, INC.

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:
      

                	 
      	 
      
	 
      	 
      	
                  Name:

                	 
      
	 
      	 
      	
                  Title:

                	 
      


        

      

       

      
        
          
          

        

        
          18