AGREEMENT FOR THE PURCHASE OF PARTIAL LEASEHOLDS

Exhibit 10.11

AGREEMENT FOR THE PURCHASE OF PARTIAL LEASEHOLDS

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”).

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 including current producing xxxxx.

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 4,000,000 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.   Conditions.

The transaction represented in this Agreement shall Close on or before June 30, 2010 and is contingent upon any liens or other encumbrances on the leasehold described in Exhibit A being cleared or released by that date.

4.   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.

5.   Transfer of Title.

Title to and ownership of the Property shall pass from Seller to Buyer immediately upon execution of this Agreement.

6.   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.

7.   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:

Geronimo Holding Corporation

0000 Xxxx Xxxxx Xxxxxx

Xxxxxxx, XX 00000

If to Buyer:

American Standard Energy, Corp.

00 Xxxx Xxx Xxxxxx Xxxxxxx, Xxxxx 000

Xxxxx, XX 00000

8.   Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of the state of Arizona.

9.   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.

10.   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.

11.  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.

Geronimo Holding Corporation			American Standard Energy, Corp.
By:	/s/ Xxxxxxx Xxxxx		By:	/s/ Xxxxx Xxxxxxxxxx
Xxxxxxx Xxxxx President			Xxxxx Xxxxxxxxxx President

EXHIBIT “A”

To that certain Agreement for the Purchase of Partial Leaseholds dated effective April 28, 2010, by and between Geronimo Holding Corporation (“Seller”) and American Standard Energy Corp. (“Buyer”)

1. Oil and Gas lease dated March 16, 1954, recorded in Volume 207, page 92, Oil and Gas Records of Upton county, from Xxxxx Xxxxxx Xxxxxx, et al, as Lessors, to the Texas Company, as Lessee, insofar as said Oil and Gas Lease covers the following described land situated in Upton County, Texas:

X.  XXXXXX NO. 1                            100% GWI     73.0% NRI

S/2 NE/4 of Xxxxxxx 00, Xxxxx 00, X-0-X, T&P Ry. Co. Survey, from the surface down to a depth of 10,590 feet beneath the surface.

B.  X. X. XXXXXX NO. 1                  100% GWI     76.5% NRI

S/2 NW/4 of Xxxxxxx 00, Xxxxx 00, X-0-X, T&P Ry. Co. Survey, from the surface down to a depth of 10,590 feet beneath the surface.

X.  XXXXXX ESTATE NO. 1           100% GWI    73.0% NRI

SE/4 XX/0 xx Xxxxxxx 00, Xxxxx 00, X-0-X, T&P Ry. Co. Survey, from the surface down to a depth of 10,605 feet beneath the surface, and SW/4 SE/4 of Xxxxxxx 00, Xxxxx 00, X-0-X, T&P Ry. Co. Survey, from the surface down to a depth of 8,162 feet beneath the surface.

N/2 NW/4 of Xxxxxxx 00, Xxxxx 00, X-0-X, T&P Ry. Co. Survey, from the surface down to a depth of 10,590 feet beneath the surface. It is the intent of Assignor to reserve rights below 10,590 feet beneath the surface. THE DAVIES ESTATE NO. 2 WELL IS CURRENTLY PRODUCING BELOW 10,590’ THEREFORE ASSIGNOR IS RESERVING THE PRODUCTION FROM THIS WELL.

HBP Non-producing acreage covering XX/0, X/0 XX/0, X/0 XX/0 and SW/4 SE/4 containing 379 acres, more or less, limited from the surface down to a depth of 10,590 feet beneath the surface, however, in the event Assignor’s rights do not include such depths this depth limitation would be only down to depth currently owned by Assignor.

2. Oil and Gas Lease dated August 2, 1984, recorded in Volume 501, page 654, Oil and Gas Records of Upton County, Texas, from Xxxxx Xxxxxx Xxxxx, as Lessor, to Xx X. Xxxxxx, as Lessee;

Oil and Gas Lease dated May 2, 1984, recorded in Volume 501, page 658, Oil and Gas Records of Upton County, Texas, from First City National Bank of Midland and Xxxx Xxxxxxx Xxxxxxxx, Co-Trustees u/w/o Xxxxxx Xxxxx Xxxxxxx, as Lessors, to Xx X. Xxxxxx, as Lessee; and

Oil and Gas Lease dated August 1, 1984, recorded in Volume 501, page 661, Oil and Gas Records of Upton County, Texas, from First National Bank of Abilene, Trustee for the Xxx Xxx Xxxxx Trust and the Xxxx Xxxx Xxxxx Trust, as Lessor, to Xx X. Xxxxxx, as Lessee;

 

Insofar and only insofar as said Oil and Gas Leases cover the following described land situated in Upton County, Texas:

A.  XXXXX XXXXX NO. 1                 100% GWI    74.0% NRI

S/2 XX/0 xx Xxxxxxx 0, Xxxxx 00, X-0-X, T&P Ry. Co. Survey, from the surface down to but not below the base of the Bend Formation as measured by the electric logs in the Miltex Oil Company X. Xxxxx Xx. 0 Xxxx.

X.  XXXXX XXXXX XX. 0                 100% GWI    74.0% NRI

S/2 NE/4 of Xxxxxxx 0, Xxxxx 00, X-0-X, T&P Ry. Co. Survey, from the surface down to but not below the base of the Bend Formation as measured by the electric logs in the Miltex Oil Company X. Xxxxx No. 2 Well.

3. Oil and Gas Lease dated May 16, 1984, recorded in Volume 500, Page 476, Oil and Gas Records of Upton County, Texas, insofar and only insofar as said Oil and Gas Lease covers the following described land situated in Upton County, Texas:

X.  XXXXXX “O” NO. 1                 100% GWI    73.5% NRI

SW/4 of Xxxxxxx 00, Xxxxx 00, X-0-X, T&P Ry. Co. Survey, Upton County, Texas, from the surface to the base of the Woodford Shale formation.

X.  XXXXXX “O” NO. 2                 100% GWI    73.5% NRI

W/2 NW/4 of Xxxxxxx 00, Xxxxx 00, X-0-X, T&P Ry. Co. Survey, Upton County, Texas, from the surface to the base of the Woodford Shale formation.

End of Exhibit “A”

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