AGREEMENT FOR THE PURCHASE OF PARTIAL LEASEHOLDS
Exhibit
10.10
This
Agreement for the Purchase of Partial Leaseholds (“Agreement”) made and
effective this April 28, 2010, by and between XOG Operating LLC (“Seller”) and
American Standard Energy, Corp. (“Buyer”).
Seller
desires to sell to Buyer, and Buyer desires to purchase from Seller, certain
mineral rights leaseholds held on properties as described in EXHIBIT A: Permian Basin (San
Xxxxxx/Canyon/Wolfberry) Trend University Leases., subdivided into individual
assignments identifiable as;
· Upton
County
· Xxxxxxxxxx
County
· Xxxxxxxx
County
· Xxxxxxx
County
· Xxxxxx
County
NOW,
THEREFORE, in consideration of the mutual promises herein contained, the parties
hereto agree as follows:
1. Sale.
Seller
agrees to sell, transfer and convey to Buyer, and Buyer agrees to purchase the
following partial leaseholds (the “Property”): See EXHIBIT A.
2. Price.
Buyer
shall pay Seller for the Property the sum of 680,000 shares in American Standard
Energy Corp. Buyer shall make available immediately the right to said shares
following delivery of the title to Property to Buyer as provided
herein.
3. Warranty.
Seller
warrants that the title to the Property shall be of marketable title free of
undisclosed liens, mortgages, leases, or other rights in the Property. If any of
the Property sold hereunder does not conform to this limited warranty, Buyer
shall notify Seller not more than five days following the end of the discovery
of such violation of warranty and for any Property that does not conform to this
warranty, Buyer’s sole remedy, and Seller’s sole obligation, shall be to replace
the defective Property at Seller’s expense or to release the shares back to
American Standard Energy Corp. EXCEPT AS SET FORTH HEREIN, SELLER MAKES NO
WARRANTY TO BUYER WITH RESPECT TO THE PROPERTY, AND BUYER DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED.
4. Transfer
of Title.
Title to
and ownership of the Property shall pass from Seller to Buyer immediately upon
execution of this Agreement.
5. Limitation
of Liability.
In no
event shall Seller be liable for any special, indirect, incidental or
consequential damages arising out of or connected with this Agreement or the
Property, regardless of whether a claim is based on contract, tort, strict
liability or otherwise, nor shall Buyer’s damages exceed the amount of the
purchase price of the Property.
6. Notices.
Any
notice required by this Agreement or given in connection with it, shall be in
writing and shall be given to the appropriate party by personal delivery or by
certified mail, postage prepaid, or recognized overnight delivery
services.
If to
Seller:
XOG
Operating LLC
X.X. Xxx
000
Xxxxxxx,
XX 00000
If to
Buyer:
American
Standard Energy, Corp.
00 Xxxx
Xxx Xxxxxx Xxxxxxx
Xxxxx
000
Xxxxx, XX
00000
7. Governing
Law.
This
Agreement shall be construed and enforced in accordance with the laws of the
state of Nevada.
8. Final
Agreement.
This
Agreement terminates and supersedes all prior understandings or agreements on
the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
9. Severability.
If any
term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
10. Headings.
Headings
used in this Agreement are provided for convenience only and shall not be used
to construe meaning or intent.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date first above written.
XOG
Operating LLC
|
American
Standard Energy, Corp.
|
|||
By:
|
/s/
Xxxxxxx Xxxxx
|
By:
|
/s/
Xxxxx Xxxxxxxxxx
|
|
Xxxxxxx
Xxxxx
|
Xxxxx
Xxxxxxxxxx
|
|||
Manager
|
President
|
EXHIBIT
“A”
To that
certain Agreement for the Purchase of Partial Leaseholds dated effective April
28, 2010, by and between XOG Operating, LLC (“Seller”) and American Standard
Energy Corp. (“Buyer”)
SCHEDULE OF OIL AND GAS
LEASES SUBJECT TO THIS ASSIGNMENT
UPTON COUNTY,
TEXAS
1.
|
ULS
Lease No.:
|
110144
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
April
22, 2009
|
|||
Recordation:
|
Document
No. 00146247, Volume 815, Page 758, Official Public Records of Upton
County, Texas
|
|||
|
Description:
|
|
SW/4
of NW/4 of Section 22, Block 4, University Lands, Upton County,
Texas
|
XXXXXXXXXX
COUNTY, TEXAS
All
of the below Oil and Gas Leases are limited from the surface to the base of
Wolfberry formation
1.
|
ULS
Lease No.:
|
109856
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
October
22, 2008
|
|||
Recordation:
|
Document
No. 00000087011, Volume 465, Page 508, Official Public Records of
Xxxxxxxxxx County, Texas
|
|||
Description:
|
N/2
of Xxxxxxx 00, Xxxxx 00, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxx,
Xxxxx
|
|||
0.
|
ULS
Lease No.:
|
109857
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
October
22, 2008
|
|||
Recordation:
|
Document
No. 00000087012, Volume 465, Page 518, Official Public Records of
Xxxxxxxxxx County, Texas
|
|||
Description:
|
NW/4
of Xxxxxxx 00, Xxxxx 00, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxx,
Xxxxx
|
|||
0.
|
ULS
Lease No.:
|
110161
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
April
22, 2009
|
|||
Recordation:
|
Document
No. 20090000335, Volume 467, Page 501, Official Public Records of
Xxxxxxxxxx County, Texas
|
|||
|
Description:
|
|
NW/4
of Xxxxxxx 0, Xxxxx 00, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxx,
Xxxxx
|
0.
|
ULS
Lease No.:
|
110162
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
April
22, 2009
|
|||
Recordation:
|
Document
No. 20090000336, Volume 467, Page 511, Official Public Records of
Xxxxxxxxxx County, Texas
|
|||
Description:
|
SW/4
of Xxxxxxx 00, Xxxxx 00, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxx,
Xxxxx
|
|||
0.
|
ULS
Lease No.:
|
110163
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
April
22, 2009
|
|||
Recordation:
|
Document
No. 20090000337, Volume 467, Page 521, Official Public Records of
Xxxxxxxxxx County, Texas
|
|||
Description:
|
NW/4
of Xxxxxxx 00, Xxxxx 00, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxx,
Xxxxx
|
|||
0.
|
ULS
Lease No.:
|
110164
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
April
22, 2009
|
|||
Recordation:
|
Document
No. 20090000338, Volume 467, Page 531, Official Public Records of
Xxxxxxxxxx County, Texas
|
|||
|
Description:
|
|
All
of Xxxxxxx 00, Xxxxx 00, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxx,
Xxxxx
|
All
of the above Oil and Gas Leases are limited from the surface to the base of the
Wolfberry formation.
XXXXXXXX
COUNTY, TEXAS
1.
|
ULS
Lease No.:
|
109841
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
October
22, 2008
|
|||
Recordation:
|
Document
No. 153298, Book 708, Page 69, Official Records of Xxxxxxxx County,
Texas
|
|||
Description:
|
NE/4
of Xxxxxxx 00, Xxxxx 00, Xxxxxxxxxx Xxxxx, Xxxxxxxx Xxxxxx,
Xxxxx
|
|||
0.
|
ULS
Lease No.:
|
109842
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
October
22, 2008
|
|||
Recordation:
|
Document
No. 153299, Book 708, Page 79, Official Records of Xxxxxxxx County,
Texas
|
|||
|
Description:
|
|
NW/4
of Xxxxxxx 00, Xxxxx 00, Xxxxxxxxxx Xxxxx, Xxxxxxxx Xxxxxx,
Xxxxx
|
0
3.
|
ULS
Lease No.:
|
109852
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
October
22, 2008
|
|||
Recordation:
|
Document
No. 153300, Book 708, Page 89, Official Records of Xxxxxxxx County,
Texas
|
|||
|
Description:
|
|
N/2
of SE/4 and SW/4 of SE/4 of Section 6, Block 50, University Lands,
Xxxxxxxx County, Texas
|
XXXXXXX
COUNTY, TEXAS
1.
|
ULS
Lease No.:
|
110100
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
April
22, 2009
|
|||
Recordation:
|
Volume
943, Page 376, Official Public Records of Xxxxxxx County,
Texas
|
|||
Description:
|
SE/4
and E/2 of SW/4 of Xxxxxxx 0, Xxxxx 0, Xxxxxxxxxx Xxxxx, Xxxxxxx Xxxxxx,
Xxxxx
|
|||
0.
|
ULS
Lease No.:
|
110102
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
April
22, 2009
|
|||
Recordation:
|
Volume
943, Page 386, Official Public Records of Xxxxxxx County,
Texas
|
|||
|
Description:
|
|
NE/4
of Xxxxxxx 00, Xxxxx 0, Xxxxxxxxxx Xxxxx, Xxxxxxx Xxxxxx,
Xxxxx
|
XXXXXX
COUNTY, TEXAS
1.
|
ULS
Lease No.:
|
110145
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
April
22, 2009
|
|||
Recordation:
|
Instrument
No. 104255, Volume 106, Page 189, Official Public Records of Xxxxxx
County, Texas
|
|||
Description:
|
S/2
of Xxxxxxx 0, Xxxxx 0, Xxxxxxxxxx Xxxxx, Xxxxxx Xxxxxx,
Xxxxx
|
|||
0.
|
ULS
Lease No.:
|
110155
|
||
Lessor:
|
Board
for Lease of University Lands
|
|||
Lessee:
|
XOG
Operating, LLC
|
|||
Lease
Date:
|
April
22, 2009
|
|||
Recordation:
|
Instrument
No. 104256, Volume 106, Page 199, Official Public Records of Xxxxxx
County, Texas
|
|||
|
Description:
|
|
NE/4
of Xxxxxxx 00, Xxxxx 00, Xxxxxxxxxx Xxxxx, Xxxxxx Xxxxxx,
Xxxxx
|
END OF
EXHIBIT “A”
3