AGREEMENT FOR THE PURCHASE OF PARTIAL LEASEHOLDS
Exhibit
10.9
This
Agreement for the Purchase of Partial Leaseholds (“Agreement”) made and
effective this April 28, 2010, by and between CLW South Texas 2008, LP
(“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: known as Eagle
Ford
|
·
|
La Salle and Frio
Counties
|
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 288,000 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.
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:
CLW South
Texas 2008, LP
000 X.
Xxxxxxxxxx, Xxxxx 0000
Xxxxxx
Xxxxxxx, Xxxxx 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.
|
CLW
South Texas 2008, LP
|
American
Standard Energy, Corp.
|
|||
|
|
||||
|
By:
|
/s/ Xxxxxxx Xxxxx
|
By:
|
/s/ Xxxxx Xxxxxxxxxx
|
|
|
Xxxxxxx
Xxxxx
|
Xxxxx
Xxxxxxxxxx
|
|||
|
General
Partner
|
President
|
|||
EXHIBIT
“A”
To that
certain Agreement for the Purchase of Partial Leaseholds dated April 28, 2010 by
and between CLW South Texas 2008, LP (“Seller”) as Assignor and American
Standard Energy Corp. (“Buyer”)
SCHEDULE OF OIL AND GAS
LEASES SUBJECT TO THIS ASSIGNMENT
All
the below Oil and Gas Leases are limited from the surface to base of the Eagle
Ford Shale formation.
|
1.
|
Lessor:
|
Xxxxxxx
X. Xxxxx
|
||
|
Lessee:
|
American
Shoreline, Inc.
|
|||
|
Lease
Date:
|
June
4, 2001
|
|||
|
Recordation:
|
Vol.
420, Page 332
|
|||
|
Description:
|
2133.3057
acres, more or less, being all of the C.C.S.D. & X.X.X.X Xx. Xxxxxx
Xx. 000, X-0000 containing 640 acres, and being all of the H. & X.X.
Xxxxxx Xx. 000, X-000 containing 640 acres and also 853.3057 acres of the
Xxxxx X. Xxxxxxxx Survey No. 74, A-70, La Salle County,
Texas
|
|||
|
a)
|
Extension
of Oil, Gas and Mineral Lease, recorded as Document No. 759591, Vol. 444,
Page 51
|
|||
|
b)
|
Amendment
of Oil, Gas and Mineral Lease, acknowledged Xxxxxxx X. Xxxxx on March 24,
2006, recorded as Document No. 78111, Vol. 455, Page 87
|
|||
|
c)
|
Third
Amendment and Extension of Oil, Gas and Mineral Lease, acknowledged by
Xxxxxxx X. Xxxxx on March 6, 2007, recorded as Document No. 79572, Vol.
462, Page 521
|
|||
|
d)
|
Corrected
Amendment of Oil, Gas and Mineral Lease, acknowledged by Xxxxxxx X. Xxxxx
on July 28, 2008, recorded as Document No. 81370, Vol. 472, Page
471
|
|||
|
2.
|
Lessor:
|
Xxxxxx
Xxxxx, Xxxxxx Xxxxx III and Xxxxx X. Xxxxx
|
||
|
Lessee:
|
American
Shoreline, Inc.
|
|||
|
Lease
Date:
|
June
4, 2001
|
|||
|
Recordation:
|
Vol.
420, Page 318
|
|||
|
Description:
|
2133.3057
acres, more or less, being all of the C.C.S.D. & X.X.X.X Xx. Xxxxxx
Xx. 000, X-0000 containing 640 acres, and being all of the H. & X.X.
Xxxxxx Xx. 000, X-000 containing 640 acres and also 853.3057 acres of the
Xxxxx X. Xxxxxxxx Xxxxxx Xx. 00, X-00, Xx Xxxxx Xxxxxx,
Xxxxx.
|
|||
|
a)
|
Extension
of Oil, Gas and Mineral Lease, acknowledged by Xxxxxx Xxxxx, Xxxxxx Xxxxx
III on October 14, 2004 and acknowledged by Xxxxx X. Xxxxx on October 7,
2004, recorded as Document No. 75961, Vol. 444, Page 53
|
|||
|
b)
|
Amendment
of Oil, Gas and Mineral Lease, acknowledged by Xxxxxx Xxxxx, Jr., Xxxxx
Xxxxxxx Xxxxx, and Xxxxxx Xxxxx III on March 20, 2006, recorded as
Document No. 78111, Vol. 455, Page
87
|
|||
|
c)
|
Third
Amendment and Extension of Oil, Gas and Mineral Lease, acknowledged by
Xxxxxx Xxxxx, Jr. on February 24, 2007, recorded as Document No. 79568,
Vol. 462, Page 507
|
|||
|
d)
|
Third
Amendment and Extension of Oil, Gas and Mineral Lease, acknowledged by
Xxxxx Xxxxxxx Xxxxx on April 1, 2007, recorded as Document No. 79569, Vol.
462, Page 510
|
|||
|
e)
|
Third
Amendment and Extension of Oil, Gas and Mineral Lease, acknowledged by
Xxxxxx Xxxxx, III on April 16, 2007, recorded as Document No. 79570, Vol.
462, Page 514
|
|||
|
f)
|
Corrected
Amendment of Oil, Gas and Mineral Lease, acknowledged by Xxxxxx Xxxxx, Jr.
and Xxxxxx Xxxxx, III on July 23, 2008 and Xxxxx Xxxxxxx Xxxxx on July 24,
2008, recorded as Document No. 81372, Vol. 472, Page
478
|
|||
|
3.
|
Lessor:
|
Xxxxxxxx
Xxxxx-Xxxx
|
||
|
Lessee:
|
American
Shoreline, Inc.
|
|||
|
Lease
Date:
|
June
4, 2001
|
|||
|
Recordation:
|
Vol.
420, Page 322
|
|||
|
Description:
|
2133.3057
acres, more or less, being all of the C.C.S.D. & X.X.X.X Xx. Xxxxxx
Xx. 000, X-0000 containing 640 acres, and being all of the H. & X.X.
Xxxxxx Xx. 000, X-000 containing 640 acres and also 853.3057 acres of the
Xxxxx X. Xxxxxxxx Xxxxxx Xx. 00, X-00, Xx Xxxxx Xxxxxx,
Xxxxx.
|
|||
|
a)
|
Extension
of Oil, Gas and Mineral Lease between Xxxxxxxx X. Xxxxx and American
Shoreline, Inc. acknowledged October 9, 2004 recorded as Document No.
76036, Vol. 444, Page 343
|
|||
|
b)
|
Amendment
of Oil, Gas and Mineral Lease, acknowledged for Xxxxxxxx X. Xxxxx by
Xxxxxxxx X. Xxxxx, as Agent under POA, on March 21, 2006, recorded as
Document No. 78111, Vol. 455, Page 87
|
|||
|
c)
|
Third
Amendment and Extension of Oil, Gas and Mineral Lease, acknowledged for
Xxxxxxxx X. Xxxxx by Xxxxxxxx X. Xxxxx, as Agent under POA, on April 13,
2007, recorded as Document No. 79571, Vol. 462, Page
518
|
|||
|
d)
|
Corrected
Amendment of Oil, Gas and Mineral Lease, acknowledged for Xxxxxxxx X.
Xxxxx by Xxxxxxxx X. Xxxxx on July 24, 2008, Document No. 81371, Vol. 472,
Page 474
|
|||
|
4.
|
Lessor:
|
Xxxxxxxx
X. Xxxxx, Independent Executrix of the Estate of Xxxx X. Xxxxx,
Deceased
|
||
|
Lessee:
|
American
Shoreline, Inc.
|
|||
|
Lease
Date:
|
June
4, 2001
|
|||
|
Recordation:
|
Vol.
420, Page 327
|
|||
|
Description:
|
2133.3057
acres, more or less, being all of the C.C.S.D. & X.X.X.X Xx. Xxxxxx
Xx. 000, X-0000 containing 640 acres, and being all of the H. & X.X.
Xxxxxx Xx. 000, X-000 containing 640 acres and also 853.3057 acres of the
Xxxxx X. Xxxxxxxx Xxxxxx Xx. 00, X-00, Xx Xxxxx Xxxxxx,
Xxxxx.
|
|||
|
a)
|
Extension
of Oil, Gas & Mineral Lease between Xxxxxxxx Xxxxx Xxxxx and American
Shoreline, Inc. acknowledged October 5, 2004 recorded as Document No.
75960, Vol. 444, Page 52
|
|||
2
|
b)
|
Amendment
of Oil, Gas and Mineral Lease, acknowledged by Xxxxxxxx X. Xxxxx on March
21, 2006, recorded as Document No. 78111, Vol. 455, Page
87
|
|||
|
c)
|
Third
Amendment and Extension of Oil, Gas and Mineral Lease, acknowledged by
Xxxxxxxx X. Xxxxx on April 13, 2007, recorded as Document No. 79571, Page
462, Page 518
|
|||
|
d)
|
Corrected
Amendment of Oil, Gas and Mineral Lease, acknowledged by Xxxxxxxx X. Xxxxx
on July 24, 2008, recorded as Document No. 81371, Vol. 472, Page
474
|
|||
|
5.
|
Lessor:
|
Xxxxxx
X. Xxxxxxxx III et ux Xxxxx Xxxxx Xxxxxxxx
|
||
|
Lessee:
|
American
Shoreline, Inc.
|
|||
|
Lease
Date:
|
January
16, 2006
|
|||
|
Recordation:
|
Vol.
454, Page 308
|
|||
|
Description:
|
1279.3
acres, more or less, being all of Xxx 0, Xxxxx 00 and Xxxx 0, 0, 0, 0 xxx
0 xx Xxxxx 16, and Xxx 0 xx Xxxxx 00 xxx Xxx 0 xx Xxxxx 18 of the Xxxxx
and Xxxxxx subdivision of the X’Xxxxxx Ranch, La Salle County,
Texas.
|
|||
|
6.
|
Lessor:
|
Xxx
Xxxxxxxx XX et ux Xxxx X. Xxxxxxxx
|
||
|
Lessee:
|
American
Shoreline, Inc.
|
|||
|
Lease
Date:
|
January
16, 2006
|
|||
|
Recordation:
|
Vol.
455, Page 54
|
|||
|
Description:
|
307.95
acres, more or less, being a part of the Austin & Xxxxxxxx Survey No.
1000, A-2, La Salle County, Texas
|
|||
|
7.
|
Lessor:
|
Xxx
Xxxxxxxx XX et ux Xxxx X. Xxxxxxxx
|
||
|
Lessee:
|
American
Shoreline, Inc.
|
|||
|
Lease
Date:
|
January
16, 2006
|
|||
|
Recordation:
|
Vol.
455, Page 61
|
|||
|
Description:
|
351.94
acres, more or less, being a part of the Austin & Xxxxxxxx Survey No.
1000, A-2, La Salle County, TX
|
|||
|
8.
|
Lessor:
|
A.A
Zizinia Jr. (aka A.A. Zizinia III), Xxxxx Xxxxxxx Xxxxxxx, Xxxxx Xxxxx
Xxxxxxx (formerly known as Xxxxx Xxxxx Xxxxxx) and Xxx Xxxxx
Xxxxxxx
|
||
|
Lessee:
|
American
Shoreline, Inc.
|
|||
|
Lease
Date:
|
March
5, 2006
|
|||
|
Recordation:
|
Vol.
455, Page 528
|
|||
|
Description:
|
1965.56
acres, more or less, being a portion of the Xxxxx and Xxxxxx Subdivision
of the X’Xxxxxx Ranch, La Salle County, Texas
|
|||
|
9.
|
Lessor:
|
Xxxxx
Xxxxxxxx Ranch Limited
|
||
|
Lessee:
|
American
Shoreline, Inc.
|
|||
|
Lease
Date:
|
September
10, 2008
|
|||
|
Recordation:
|
Vol.
473, Page 406
|
|||
|
Description:
|
1472.93
acres, more or less, being a portion of the Geo. Hagelsteins’ Subdivision
(sometimes referred to as the Xxxxx and Xxxxxx Subdivision) of the
X’Xxxxxx Ranch, La Salle County, Texas, and being the same 1472.93 acre
tract described in that certain Oil, Gas and Mineral Lease dated September
7, 2005 by and between Xxxxx Xxxxxxxx Ranch Limited and American Shoreline
Inc., recorded in Vol. 452, Page 407 of the Deed Records of La Salle
County, Texas
|
|||
3
|
10.
|
Lessor:
|
Xxxxx
Xxxxxxxx Xxxxxx
|
||
|
Lessee:
|
American
Shoreline, Inc.
|
|||
|
Lease
Date:
|
September
26, 2008
|
|||
|
Recordation:
|
Vol.
0052, Page 844
|
|||
|
Description:
|
Four
(4) tracts comprising 964.80 acres, more or less, being part of the X. X.
Xxxxxxxxx Survey, A-1225, the T.C.R.R. Co. Survey, A-981, the X.X. Xxx
Xxxxxx, X-0000, X.X. Xxxxxx Xxxxxx, X-0000 and the B.S. & F. Survey,
A-140, Frio County, Texas, and being part of Xxxxx Xx. 00 of the Prince
Ranch Subdivision, Survey 1003, A-1417, and the X.X. Xxxxxx Xxxxxx Xx. 00,
X-0000, Xx Xxxxx Xxxxxx, Xxxxx
|
|||
|
11.
|
Lessor:
|
Xxxxxx
X. Xxxxxxxx III et ux Xxxxx Xxxxx Xxxxxxxx
|
||
|
Lessee:
|
American
Shoreline, Inc.
|
|||
|
Lease
Date:
|
September
26, 2008
|
|||
|
Recordation:
|
Vol.
473, Page 502
|
|||
|
Description:
|
228
acres, more or less, being a part of the X.X. Xxx Survey, A-1374, and the
B.S. & F. Survey, A-140, Frio County, Texas
|
|||
|
12.
|
Lessor:
|
Xxxxxx
X. Xxxxxxxx III et ux Xxxxx Xxxxx Xxxxxxxx
|
||
|
Lessee:
|
American
Shoreline, Inc.
|
|||
|
Lease
Date:
|
September
26, 2008, eff. January 16, 2009
|
|||
|
Recordation:
|
Vol.
473, Page 514
|
|||
|
Description:
|
Xxx
0, Xxxxx 00, Xxxx 0, 0, 0, 0 and 5, Block 16, Xxx 0, Xxxxx 00 xxx Xxx 0,
Xxxxx 18 of the Xxxxx and Xxxxxx Subdivision of the X’Xxxxxx Ranch, La
Salle County, Texas
|
|||
|
13.
|
Lessor:
|
Xxxxxx
Xxxxxxxx IV et ux Xxxx X. Xxxxxxxx
|
||
|
Lessee:
|
American
Shoreline, Inc.
|
|||
|
Lease
Date:
|
September
26, 2008, eff. January 16, 2009
|
|||
|
Recordation:
|
Vol.
473, Page 489
|
|||
|
Description:
|
351.94
acres, more or less, being a part of the Austin & Xxxxxxxx Survey No.
1000, A-2 (see DR 437/427), and 307.95 acres, more or less, being a part
of the Austin & Xxxxxxxx Survey No. 1000, A-2 (see DR 402/416), La
Salle County, Texas
|
|||
|
14.
|
Lessors:
|
Xxxxxx
Xxxxx, Jr., Xxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxx, III, and Xxxxxxxx X. Xxxxx,
Individually and as agent and attorney-in-fact for Xxxxxxxx X. Xxxxx and
Xxxxxxx X. Xxxxx
|
||
|
Lessee:
|
Cheyenne
Petroleum Company
|
|||
|
Lease
Date:
|
July
9, 2009
|
|||
|
Recordation:
|
Memorandum
of Oil and Gas Lease executed by Xxxxxx Xxxxx, Jr., Xxxxx Xxxxxxx Xxxxx
and Xxxxxx Xxxxx, III, recorded at Volume 000, Xxxx 000, Xx Xxxxx Xxxxxx,
Xxxxx;
|
|||
|
a)
|
Amendment
of Oil, Gas and Mineral Lease executed by Xxxxxx Xxxxx, Jr., Xxxxx Xxxxxxx
Xxxxx and Xxxxxx Xxxxx, III, acknowledged on March 25, 2010 and April 1,
2010, and recorded at Volume 000, Xxxx 000, Xx Xxxxx Xxxxxx,
Xxxxx;
|
|||
4
|
Memorandum
of Oil and Gas Lease executed by Xxxxxxxx X. Xxxxx, Individually and as
agent and attorney-in-fact for Xxxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx,
recorded at Volume 000, Xxxx 000, Xx Xxxxx Xxxxxx,
Xxxxx;
|
||||
|
a)
|
Amendment
of Oil, Gas and Mineral Lease executed by Xxxxxxxx X. Xxxxx, Individually
and as Agent and Attorney-in-Fact for Xxxxxxxx X. Xxxxx and Xxxxxxx X.
Xxxxx, acknowledged on March 12, 2010, and recorded at Volume 000, Xxxx
000, Xx Xxxxx Xxxxxx, Xxxxx
|
|||
|
Lands:
|
2,416.6943
acres of land, more or less, being a portion of Xxxxx X. Xxxxxxxx Survey
Xx. 00, X-00, Xxxx. Xxxx Xxxxxx 00, X-000, N.J. Xxxxxxx Xxxxxx 00, X-000,
Xxxxxx X. xx Xxxx Survey No. 69 ½ , A-1550,
X.&X.X.X.X. Xxxxxx Xx. 000, X-000, all in La Salle County, Texas and
being all of that certain 4,550 acres of land described as Tract No. 6 in
that certain Partition of Xxxxx X. Xxxxx Estate, recorded in Volume P-2
page 313 of Deed Records of La Salle County, Texas, SAVE AND EXCEPT:
2,133.3057 acres of land described in that certain Oil, Gas and Mineral
Lease dated June 4, 2001 by and between Xxxxxxx X. Xxxxx as Lessor and
American Shoreline Inc. as Lessee, recorded at Volume 420, Page 332 of the
Deed Records of La Salle County,
Texas.
|
|||
All
of the above Oil and Gas Leases are limited from surface to the base of the
Eagle Ford Shale formation.
END
OF EXHIBIT “A”
5
