Exhibit
10.10

       

    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 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
Andres/Canyon/Wolfberry) Trend University Leases., subdivided into individual
assignments identifiable as;

    
      ·      Upton
County

    

    
      ·      Schleicher
County

    

    
      ·      Crockett
County

    

    
      ·      Andrews
County

    

    
      ·      Reagan
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

    P.O. Box
352

    Midland,
TX 79702

       

    If to
Buyer:

    American
Standard Energy, Corp.

    60 East
Rio Salado Parkway

    Suite
900

    Tempe, AZ
85281

     

    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/
      Randall Capps

                  	 
      	
                    By:

                  	
                    /s/
      Scott Feldhacker

                  
	
                    Randall
      Capps

                  	 
      	
                    Scott
      Feldhacker

                  
	
                    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

                  


          

        

      

    

    


    SCHLEICHER
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
      Schleicher County, Texas

                
	 
      	 
      	
                  Description:

                	 
      	
                  N/2
      of Section 21, Block 53, University Lands, Schleicher County,
      Texas

                
	 	 	 	 	 
	
                  2.

                	 
      	
                  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
      Schleicher County, Texas

                
	 
      	 
      	
                  Description:

                	 
      	
                  NW/4
      of Section 16, Block 54, University Lands, Schleicher County,
      Texas

                
	 	 	 	 	 
	
                  3.

                	 
      	
                  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
      Schleicher County, Texas

                
	 
      	
                    

                	
                  Description:

                	
                    

                	
                  NW/4
      of Section 8, Block 53, University Lands, Schleicher County,
      Texas

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                    4.

                  	 
      	
                    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
      Schleicher County, Texas

                  
	 
      	 
      	
                    Description:

                  	 
      	
                    SW/4
      of Section 13, Block 53, University Lands, Schleicher County,
      Texas

                  
	 	 	 	 	 
	
                    5.

                  	 
      	
                    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
      Schleicher County, Texas

                  
	 
      	 
      	
                    Description:

                  	 
      	
                    NW/4
      of Section 13, Block 53, University Lands, Schleicher County,
      Texas

                  
	 	 	 	 	 
	
                    6.

                  	 
      	
                    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
      Schleicher County, Texas

                  
	 
      	
                      

                  	
                    Description:

                  	
                      

                  	
                    All
      of Section 11, Block 54, University Lands, Schleicher County,
      Texas

                  


          

        

      

    

    


    All
of the above Oil and Gas Leases are limited from the surface to the base of the
Wolfberry formation.

      

    CROCKETT
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 Crockett County,
      Texas

                  
	 
      	 
      	
                    Description:

                  	 
      	
                    NE/4
      of Section 21, Block 47, University Lands, Crockett County,
      Texas

                  
	 	 	 	 	 
	
                    2.

                  	 
      	
                    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 Crockett County,
      Texas

                  
	 
      	
                      

                  	
                    Description:

                  	
                      

                  	
                    NW/4
      of Section 21, Block 47, University Lands, Crockett County,
      Texas

                  


          

        

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                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 Crockett County,
      Texas

              
	 
      	
                  

              	
                Description:

              	
                  

              	
                N/2
      of SE/4 and SW/4 of SE/4 of Section 6, Block 50, University Lands,
      Crockett County, Texas

              


      

    

    


    ANDREWS
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 Andrews County,
      Texas

                
	 
      	 
      	
                  Description:

                	 
      	
                  SE/4
      and E/2 of SW/4 of Section 8, Block 4, University Lands, Andrews County,
      Texas

                
	 	 	 	 	 
	
                  2.

                	 
      	
                  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 Andrews County,
      Texas

                
	 
      	
                    

                	
                  Description:

                	
                    

                	
                  NE/4
      of Section 42, Block 4, University Lands, Andrews County,
      Texas

                


        

      

    

    


    REAGAN
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 Reagan
      County, Texas

                
	 
      	 
      	
                  Description:

                	 
      	
                  S/2
      of Section 4, Block 9, University Lands, Reagan County,
    Texas

                
	 	 	 	 	 
	
                  2.

                	 
      	
                  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 Reagan
      County, Texas

                
	 
      	
                    

                	
                  Description:

                	
                    

                	
                  NE/4
      of Section 27, Block 58, University Lands, Reagan County,
      Texas

                


        

      

    

    


    END OF
EXHIBIT “A”

     

    
      
         


      

      
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