AGREEMENT FOR THE PURCHASE OF PARTIAL LEASEHOLDS
This Agreement for the Purchase of Partial Leaseholds ("Agreement") executed this April 26, 2011, 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 located on approximately 11,775.54356 acres within multiple counties of North Dakota as described in EXHIBIT A:
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 aforementioned partial leaseholds/Well as described in EXHIBIT A.
2. Price .
Buyer shall pay Seller the sum of FOURTEEN MILLION FIVE HUNDRED THIRTY SIX THOUSAND AND THREE DOLLARS AND TWENTY THREE CENTS ($14,536,003.23) evidenced by Thirteen Million Five Hundred Thirty Six Thousand and Four Dollars and Twenty Three Cents ($13,536,004.23) cash payable in immediately available funds and One Hundred Fifty-Five Thousand Four Hundred (155,400) shares of Company stock, valued at a Ten Percent (10%) discount to market of closing price on April 18, 2011 or $6.435 per share (OTCBB: ASEN) at Close.
3. Transfer of Title .
Title to and ownership of all rights to the Property shall pass from Seller to Buyer upon close within ten days of the effective date of April 26, 2011. Prior to Close of Escrow Seller shall deliver to Buyer the following items as well as such other information and documents as Buyer may reasonably request during the Due Diligence Period:
4. Representations and Warranties of Seller .
(a) 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.
(b) Authority; Capacity to Sell . The Seller has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of the Seller, and constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(c) No Violation of Law or Agreement . The execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller; (b) conflict with or result in a violation or breach of any provision of any Law or governmental order applicable to Seller; (c) require the consent, notice or other action by any person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any contract to which the Seller is a party or by which the Seller is bound or to which any of their respective properti