Exhibit
10.9

     

    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 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 

    802 N.
Carancahua, Suite 1640 

    Corpus
Christi, Texas 78470

     

    If to
Buyer:

    American
Standard Energy, Corp.

    60 East
Rio Salado Parkway, Suite 900

    Tempe, AZ
85281

     

    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/ Randall Capps

            	 
      	
              By:

            	
              /s/ Scott Feldhacker

            
	 
      	
              Randall
      Capps

            	 
      	 
      	
              Scott
      Feldhacker

            
	 
      	
              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:

            	 
      	
              Charles
      B. Irvin

            
	 
      	
              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. & R.G.N.G Co. Survey
      No. 268, A-1227 containing 640 acres, and being all of the H. & O.B.
      Survey No. 307, A-800 containing 640 acres and also 853.3057 acres of the
      Caleb R. Bostwick 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 Charles B. Irvin 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
      Charles B. Irvin on March 6, 2007, recorded as Document No. 79572, Vol.
      462, Page 521

            
	 
      	 
      	 
      	
              d)

            	
              Corrected
      Amendment of Oil, Gas and Mineral Lease, acknowledged by Charles B. Irvin
      on July 28, 2008, recorded as Document No. 81370, Vol. 472, Page
      471

            
	 
      	 
      	 
      	 
      
	
              2.

            	
              Lessor:

            	 
      	
              Barlow
      Irvin, Barlow Irvin III and Barry C. Irvin

            
	 
      	
              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. & R.G.N.G Co. Survey
      No. 268, A-1227 containing 640 acres, and being all of the H. & O.B.
      Survey No. 307, A-800 containing 640 acres and also 853.3057 acres of the
      Caleb R. Bostwick Survey No. 74, A-70, La Salle County,
    Texas.

            
	 
      	 
      	 
      	
              a)

            	
              Extension
      of Oil, Gas and Mineral Lease, acknowledged by Barlow Irvin, Barlow Irvin
      III on October 14, 2004 and acknowledged by Barry C. Irvin on October 7,
      2004, recorded as Document No. 75961, Vol. 444, Page 53

            
	 
      	 
      	 
      	
              b)

            	
              Amendment
      of Oil, Gas and Mineral Lease, acknowledged by Barlow Irvin, Jr., Barry
      Charles Irvin, and Barlow Irvin 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
      Barlow Irvin, 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
      Barry Charles Irvin 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
      Barlow Irvin, 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 Barlow Irvin, Jr.
      and Barlow Irvin, III on July 23, 2008 and Barry Charles Irvin on July 24,
      2008, recorded as Document No. 81372, Vol. 472, Page
478

            
	 
      	 
      	 
      	 
      	 
      
	
              3.

            	
              Lessor:

            	 
      	
              Kathleen
      Irvin-Daly

            
	 
      	
              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. & R.G.N.G Co. Survey
      No. 268, A-1227 containing 640 acres, and being all of the H. & O.B.
      Survey No. 307, A-800 containing 640 acres and also 853.3057 acres of the
      Caleb R. Bostwick Survey No. 74, A-70, La Salle County,
    Texas.

            
	 
      	 
      	 
      	
              a)

            	
              Extension
      of Oil, Gas and Mineral Lease between Kathleen V. Irvin 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 Kathleen V. Irvin by
      Kathleen E. Irvin, 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
      Kathleen V. Irvin by Kathleen E. Irvin, 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 Kathleen V.
      Irvin by Kathleen E. Irvin on July 24, 2008, Document No. 81371, Vol. 472,
      Page 474

            
	 
      	 
      	 
      	 
      	 
      
	
              4.

            	
              Lessor:

            	 
      	
              Kathleen
      E. Irvin, Independent Executrix of the Estate of John J. Irvin,
      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. & R.G.N.G Co. Survey
      No. 268, A-1227 containing 640 acres, and being all of the H. & O.B.
      Survey No. 307, A-800 containing 640 acres and also 853.3057 acres of the
      Caleb R. Bostwick Survey No. 74, A-70, La Salle County,
    Texas.

            
	 
      	 
      	 
      	
              a)

            	
              Extension
      of Oil, Gas & Mineral Lease between Kathleen Emmer Irvin 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 Kathleen E. Irvin 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
      Kathleen E. Irvin on April 13, 2007, recorded as Document No. 79571, Page
      462, Page 518

                
	 
      	 
      	 
      	
                  d)

                	
                  Corrected
      Amendment of Oil, Gas and Mineral Lease, acknowledged by Kathleen E. Irvin
      on July 24, 2008, recorded as Document No. 81371, Vol. 472, Page
      474

                
	 
      	 
      	 
      	 
      	 
      
	
                  5.

                	
                  Lessor:

                	 
      	
                  Sidney
      J. Williams III et ux Linda Davis Williams

                
	 
      	
                  Lessee:

                	 
      	
                  American
      Shoreline, Inc.

                
	 
      	
                  Lease
      Date:

                	 
      	
                  January
      16, 2006

                
	 
      	
                  Recordation:

                	 
      	
                  Vol.
      454, Page 308

                
	 
      	
                  Description:

                	 
      	
                  1279.3
      acres, more or less, being all of Lot 1, Block 15 and Lots 1, 2, 3, 4 and
      5 of Block 16, and Lot 2 of Block 17 and Lot 4 of Block 18 of the Bland
      and Nelson subdivision of the O’Connor Ranch, La Salle County,
      Texas.

                
	 
      	 
      	 
      	 
      	 
      
	
                  6.

                	
                  Lessor:

                	 
      	
                  Sid
      Williams IV et ux Zane C. Williams

                
	 
      	
                  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 & Williams Survey No.
      1000, A-2, La Salle County, Texas

                
	 
      	 
      	 
      	 
      	 
      
	
                  7.

                	
                  Lessor:

                	 
      	
                  Sid
      Williams IV et ux Zane C. Williams

                
	 
      	
                  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 & Williams Survey No.
      1000, A-2, La Salle County, TX

                
	 
      	 
      	 
      	 
      	 
      
	
                  8.

                	
                  Lessor:

                	 
      	
                  A.A
      Zizinia Jr. (aka A.A. Zizinia III), Renee Zizinia Prewitt, Edith Renee
      Prewitt (formerly known as Edith Renee Zvonek) and Jan Perry
      Prewitt

                
	 
      	
                  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 Bland and Nelson Subdivision
      of the O’Connor Ranch, La Salle County, Texas

                
	 
      	 
      	 
      	 
      	 
      
	
                  9.

                	
                  Lessor:

                	 
      	
                  Zella
      Cromwell 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 Bland and Nelson Subdivision) of the
      O’Connor 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 Zella Cromwell Ranch Limited and American Shoreline
      Inc., recorded in Vol. 452, Page 407 of the Deed Records of La Salle
      County, Texas

                


        

      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    
   

    
      	
              10.

            	
              Lessor:

            	 
      	
              Sugie
      Williams Barrow

            
	 
      	
              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 T. E.
      Stanfield Survey, A-1225, the T.C.R.R. Co. Survey, A-981, the J.E. Lee
      Survey, A-1374, R.D. Horton Survey, A-1370 and the B.S. & F. Survey,
      A-140, Frio County, Texas, and being part of Tract No. 91 of the Prince
      Ranch Subdivision, Survey 1003, A-1417, and the R.D. Horton Survey No. 20,
      A-1673, La Salle County, Texas

            
	 
      	 
      	 
      	 
      	 
      
	
              11.

            	
              Lessor:

            	 
      	
              Sidney
      J. Williams III et ux Linda Davis Williams

            
	 
      	
              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 J.E. Lee Survey, A-1374, and the
      B.S. & F. Survey, A-140, Frio County, Texas

            
	 
      	 
      	 
      	 
      	 
      
	
              12.

            	
              Lessor:

            	 
      	
              Sidney
      J. Williams III et ux Linda Davis Williams

            
	 
      	
              Lessee:

            	 
      	
              American
      Shoreline, Inc.

            
	 
      	
              Lease
      Date:

            	 
      	
              September
      26, 2008, eff. January 16, 2009

            
	 
      	
              Recordation:

            	 
      	
              Vol.
      473, Page 514

            
	 
      	
              Description:

            	 
      	
              Lot
      1, Block 15, Lots 1, 2, 3, 4 and 5, Block 16, Lot 2, Block 17 and Lot 4,
      Block 18 of the Bland and Nelson Subdivision of the O’Connor Ranch, La
      Salle County, Texas

            
	 
      	 
      	 
      	 
      	 
      
	
              13.

            	
              Lessor:

            	 
      	
              Sidney
      Williams IV et ux Zane C. Williams

            
	 
      	
              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 & Williams Survey No.
      1000, A-2 (see DR 437/427), and 307.95 acres, more or less, being a part
      of the Austin & Williams Survey No. 1000, A-2 (see DR 402/416), La
      Salle County, Texas

            
	 
      	 
      	 
      	 
      	 
      
	
              14.

            	
              Lessors:

            	 
      	
              Barlow
      Irvin, Jr., Barry Charles Irvin, Barlow Irvin, III, and Kathleen E. Irvin,
      Individually and as agent and attorney-in-fact for Kathleen V. Irvin and
      Charles B. Irvin

            
	 
      	
              Lessee:

            	 
      	
              Cheyenne
      Petroleum Company

            
	 
      	
              Lease
      Date:

            	 
      	
              July
      9, 2009

            
	 
      	
              Recordation:

            	 
      	
              Memorandum
      of Oil and Gas Lease executed by Barlow Irvin, Jr., Barry Charles Irvin
      and Barlow Irvin, III, recorded at Volume 483, Page 383, La Salle County,
      Texas;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              a)

            	
              Amendment
      of Oil, Gas and Mineral Lease executed by Barlow Irvin, Jr., Barry Charles
      Irvin and Barlow Irvin, III, acknowledged on March 25, 2010 and April 1,
      2010, and recorded at Volume 499, Page 484, La Salle County,
      Texas;

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	 
      	 
      	 
      	
              Memorandum
      of Oil and Gas Lease executed by Kathleen E. Irvin, Individually and as
      agent and attorney-in-fact for Kathleen V. Irvin and Charles B. Irvin,
      recorded at Volume 483, Page 387, La Salle County,
  Texas;

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              a)

            	
              Amendment
      of Oil, Gas and Mineral Lease executed by Kathleen E. Irvin, Individually
      and as Agent and Attorney-in-Fact for Kathleen V. Irvin and Charles B.
      Irvin, acknowledged on March 12, 2010, and recorded at Volume 499, Page
      479, La Salle County, Texas

            
	 
      	 
      	 
      	 
      
	 
      	
              Lands:

            	 
      	
              2,416.6943
      acres of land, more or less, being a portion of Caleb R. Bostwick Survey
      No. 74, A-70, Benj. Cage Survey 70, A-137, N.J. Devenny Survey 69, A-150,
      Carmen G. de Ruiz Survey No. 69 1⁄2 , A-1550,
      H.&O.B.R.R. Survey No. 307, A-800, 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 Helen M. Irvin 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 Charles B. Irvin 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”
 

    
      
         


      

      
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