ASSIGNMENT OF MEMBERSHIP INTERESTS
Exhibit 10.4
This
Assignment of Membership Interests
(this “Assignment”), dated this 8th day of
November, 2007, is by and between Entek USA Inc., a Delaware corporation
(“Assignor”), and Velocity Oil & Gas Inc., a
Nevada corporation (“Assignee”). Assignor
and Assignee are collectively referred to herein as the
“Parties”, and are sometimes referred to individually
as a “Party.”
RECITALS
WHEREAS,
this
Assignment is delivered pursuant to that certain Purchase and Sale Agreement,
dated as of November 8, 2007, between Assignor and Assignee (as the same may
be
amended, modified, supplemented or restated, the “Purchase and Sale
Agreement”), wherein Assignor agreed to sell, and Assignee agreed
to purchase, all of the outstanding membership interests in South Xxxxx LLC,
a
Delaware limited liability company (the “Company”) in
accordance with the terms of such Purchase and Sale Agreement.
ASSIGNMENT
NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
Parties hereby agree as follows:
1. Assignor
hereby GRANTS, BARGAINS, SELLS and ASSIGNS all of the outstanding Membership
Interests in the Company (the “Membership Interests”)
to Assignee, and Assignor binds itself and its successors and assigns to warrant
and forever defend, all and singular, the Membership Interests unto Assignee
and
its successors and assigns against every person whomsoever lawfully claiming
or
to claim the same or any part thereof by, through or under Assignor, but not
otherwise.
2. Assignee
hereby assumes all duties, obligations and liabilities of every kind and
character with respect to the Membership Interests, whether arising before
or
after the date of this Assignment.
IN
WITNESS WHEREOF,
the Parties have executed this Assignment this 8th day of November
2007.
ASSIGNOR
Entek
USA
Inc.
By: /s/
Xxxxxxx
Xxxxxxx
Xxxxxxx
Xxxxxxx, Director
ASSIGNEE
Velocity
Oil & Gas Inc.
By: /s/
Xxxxx X.Xxxxxx
Xxxxx
X. Xxxxxx
President
&
CEO
