ASSIGNMENT AGREEMENT
EXHIBIT 10.1
THIS ASSIGNMENT AGREEMENT (the “Agreement”) is entered into as of February 18, 2013, by and between Janus Resources, Inc. (formerly Entheos Technologies, Inc.) (“Janus”) a Nevada corporation with a principal place of business located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Leexus Oil LLC (“Leexus”) a Texas limited liability corporation with a principal place of business located at X.X. Xxx 000, Xxxxxxxx, Xxxxx 00000. Assignor and Assignee may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”
RECITALS:
WHEREAS, on September 9, 2008, Janus entered into a participation agreement with Leexus pursuant to which Janus purchased a 20% working interest and 15% net revenue interest to the Xxxxx#1 Well located in Frio County, Texas (the “Xxxxx Well”) from Leexus as further set forth on Exhibit A hereto;
WHEREAS, on September 9, 2008, Janus entered into a participation agreement with Leexus pursuant to which Janus purchased a 20% working interest and 15% net revenue interest to the Xxxxx Xxx#1 Well located in Xxx County, Texas (the “Xxxxx Xxx Well”) from Leexus as further set forth on Exhibit B hereto;
WHEREAS, on September 9, 2008, Janus entered into a participation agreement with Leexus pursuant to which Janus purchased a 20% working interest and 15% net revenue interest to the Xxxxx#1 Well located in Fayette County, Texas (the “Xxxxx Well”) from Leexus as further set forth on Exhibit C hereto;
WHEREAS, on October 15, 2008, Janus entered into a participation agreement with Leexus pursuant to which Assignor purchased a 20% working interest and 15% net revenue interest to the Xxxxxx#1 Well located in Frio County, Texas (the “Xxxxxx Well”) from Leexus as further set forth on Exhibit D hereto (the Xxxxx Well, Xxxxx Xxx Well, Xxxxx Well and Xxxxxx Well are hereinafter referred to collectively as the “Xxxxx”); and
WHEREAS, Janus desires to sell to Leexus, and Leexus desires to purchase from Janus, all of Janus’ interest in the Xxxxx on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt is hereby acknowledged by the Parties, the Parties agree as follows:
1. Payment. As payment for the Xxxxx, Leexus shall (i) assume and be liable for the $11,366.78 owed by Janus to Leexus for work performed on the Xxxxx as of the date of this Agreement and (ii) assume and be liable for all future payments for any and all work performed on the Xxxxx.
2. Assignment. Upon Janus’ receipt of a “Settlement Statement” from Leexus showing that there are not outstanding funds due to Leexus from Janus for the Xxxxx, Xxxxx will execute an Assignment and Xxxx of Sale conveying Janus’ interests in the Xxxxx to Leexus. It is understood and agreed by the Parties that the interests in the Xxxxx to be assigned in and to the Xxxxx shall be made on an “as-is, where-is” basis and Janus expressly disclaims any warranty of any kind. Janus will provide Leexus a copy of the Assignment and Xxxx of Sale for its review and consideration prior to execution of this Agreement. Acceptance and execution of this Agreement by Leexus shall be deemed acceptance of the Assignment and Xxxx of Sale form.
3. Warranty Disclaimer. Janus makes no warranty of title, express or implied, with respect to the Xxxxx or any leasehold or other right(s) acquired hereunder. Leexus’ interest in and to the Xxxxx will be acquired on an “as-is, where-is” basis.
4. Entire Agreement. This Agreement constitutes the entire agreement by and between Janus and Leexus and may not be altered or amended except in writing signed by both Parties.
5. Governing Law. This Agreement shall be governed by the laws of the State of New York.
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