ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 21st, 2013 • Janus Resources, Inc. • Oil & gas field exploration services • New York
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) by and among Janus Resources, Inc., a Nevada corporation (the “Parent”), Janus Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Parent (“Buyer”) and Jörg Gerlach, MD, PhD, an individual having a place of residence at [•] (the “Seller”), is entered into as of June 21, 2013. The Parent, the Buyer and the Seller together may be referred to herein as the “Parties” and each of them may be referred to herein as a “Party.”
JANUS RESOURCES, INC. SERIES A COMMON STOCK PURCHASE WARRANTAsset Purchase Agreement • November 21st, 2013 • Janus Resources, Inc. • Oil & gas field exploration services • New York
All determinations and calculations with respect to the satisfaction of the conditions to the vesting of any of the foregoing Shares shall be made by the Board of Directors of the Company or any committee thereof to which the Board of Directors has delegated such authority, in good faith in accordance with applicable law, the Articles of Incorporation and By-laws of the Company, in its sole discretion, and shall be final, conclusive and binding on all persons, including Holder, its permitted transferees, and the personal representative of its estate.
