EXCHANGE AGREEMENTExchange Agreement • July 6th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • Texas
This Exchange Agreement (“Agreement”) sets forth the terms and conditions upon which American Standard Energy Corp., a Delaware corporation (the “Company”), will issue an aggregate of 35,400 shares (the “Shares”), subject to reduction as set forth in Section 4 hereof, of the Company’s Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (“Preferred Stock”), to Geronimo Holding Corporation, a Texas corporation (the “Holder”), in exchange for the Company’s subordinated Promissory Note dated March 5, 2012, in the original principal amount of $35,000,000, plus any and all uncured and unpaid interest to date, payable by the Company to the Holder (the “Exchanged Note”).
PAYMENT AND SETTLEMENT AGREEMENTPayment and Settlement Agreement • July 6th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This Payment and Settlement Agreement (the “Agreement”) is made and entered into as of the 30th day of June, 2012, by and among American Standard Energy Corp., a Delaware corporation having a principal business address of 4800 North Scottsdale Road, Suite 1400, Scottsdale, AZ 85251 (“Parent”), American Standard Energy Corp., a Nevada corporation wholly owned by and having the same principal business address as Parent (“ASEC Nevada”), ASEN 2, Corp., a Delaware corporation wholly owned by and having the same principal business address as Parent (“ASEN 2”, and together with ASEC Nevada, the “Subsidiaries”) and XOG Operating LLC, a Texas limited liability company having a principal business address of 1801 W. Texas, Midland, TX 79701 (“XOG”). Parent, ASEC Nevada, ASEN 2 and XOG shall be referred to from time to time hereinafter collectively as the “Parties” and each individually as a “Party.”
