means an amount equal to the Allocated Amount for an
Undeveloped Lease set forth on Exhibit A-3 divided by the total Net Leasehold
Acres shown on Exhibit A-3 for such Undeveloped Lease.
(ii)
Additional Definitions. Each of the following terms is defined in
the Section set forth opposite such term:
Term
Section Agreement
Introduction Applicable Environmental Laws
6(b)(vi)
Asserted Defects
6(b) Buyer
Introduction Buyer Common Stock
Recitals Buyer
Indemnified Person
13(a) Buyer SEC Reports
4(a)(viii) Buyer Shares
2(a)
Buyer Sub
2(e) Cash Consideration
2(a) Closing
10(a) Closing Date
10(a)
Consents
5(c) Conveyance
1 Deductible
13(e)(i) Defect
6(b) Defect Date
6(b) Defensible Title
3(a)(xxi)(1) Deposit
2(b) Disclosure Schedule
1(b)
Dispute
20(h)(i) Encumbrance
3(a)(xxi)(1) Excluded Encumbrances
3(a(xxi)(2) Excluded Liabilities
1(g)(ii) Excluded Properties
1(g)(i)
Hydrocarbon
3(a)(xxvi) Indemnified Party
13(d)(i) Indemnifying Party
13(d)(i) Initial Purchase Price
2(a)
34
Land(s)
1(a) Leases
1(a) Losses
13(a) Macquarie
8(g) Material Agreements
3(a)(vii) Net Acre Defect Amount
7(a)(i)(2) Net Leasehold Acres
6(b)(iii)
NRI
1 Note
2(a) Oil and Gas Properties
1(a) Party or Parties
Recitals
Permitted Encumbrances
3(a)(xxi)(2) Piggyback Registration
5(e) Piggyback
Registration Statement
5(e) Preferential Rights
5I Principal
20(h)(i)
Properties
1 Purchase Price
2(a) Registration Notice
5(e) Registration
Shares
5(e) Seller
Introduction Seller Indemnified Person
13(b) Seller
Permits
3(a)(ix) Third Party Claims
13(c)(i) Title Benefits
3(a)(xxi)(1)
Title Defects
3(a)(xxi)(1) Transaction Documents
20(e) Undeveloped Lease
6(b)(iii) Units
1(a) Wells
1(a) WI
1
[Remainder of this Page Intentionally Left Blank]
[Signature Page Follows]
35
IN WITNESS WHEREOF, this Agreement is executed by the parties hereto on the date
set forth above.
SELLERS:
XOG OPERATING LLC
By: /s/ Randall Capps
Name: Randall
Capps
Title: Managing Member
GERONIMO HOLDING CORPORATION
By:
/s/ Randall Capps
Name: Randall Capps
Title: President
[Signature Page to Asset Purchase Agreement]
36
BUYER:
AMERICAN STANDARD ENERGY CORP.,
a Delaware corporation
By: /s/ Richard MacQueen
Name: Richard MacQueen
Title: President
[Signature Page to Asset Purchase Agreement]
37
LIST OF SCHEDULES AND EXHIBITS
Schedule I Conveyance
Schedule II Allocation Schedule
Exhibit A-1
Developed Leases
Exhibit A-2 Wells
Exhibit A-3 Undeveloped Lease with
Net Leasehold Acres and NRI
Exhibit B Promissory Note
38