UNWIND
AGREEMENT
THIS AGREEMENT dated as of the
21st day of October, 2005.
BETWEEN:
ATLAS ENERGY CORP., a Nevada corporation having offices at 3273 E.
Warm Springs Road, Las Vegas, Nevada, USA 89120
(“ Atlas ”)
AND:
TRYX VENTURES CORP. , a Nevada corporation having offices at #314 -
837 West Hastings Street Vancouver, British Columbia, Canada V6C
3N6
(“ Tryx ”)
WHEREAS:
A. Atlas and Tryx entered into an
Investment, Cost and Revenue Participation Agreement dated March 7,
2005 (the “ Participation Agreement ”), whereby
Atlas agreed to transfer, sell and assign to Tryx and Tryx agreed
to purchase from Atlas all of Atlas’ assets and beneficial
interest, rights and obligations in and to certain assets,
interests in certain oil and gas leases and other contracts and
agreements that Atlas had obtained pursuant to a Purchase and Sale
Agreement dated March 1, 2004; and
B. Atlas and Tryx wish to
terminate the Participation Agreement, effective immediately upon
the closing of this Agreement.
NOW THEREFORE in consideration of
the premises and of the covenants, terms and conditions hereinafter
set forth, the receipt and sufficiency of which is acknowledged and
accepted, the parties do hereby covenant and agree as
follows:
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1.
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Termination
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(a)
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The Participation Agreement is
terminated effective as of the date first set forth
above.
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(b)
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Atlas hereby takes immediate
assignment of all rights, title, interests, revenue accruals, debt
accruals, obligations and duties whether paid or unpaid that have
accrued to or have been/may be imposed on Tryx pursuant to the
Participation Agreement.
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2.
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Releases
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(a)
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Atlas, and its successors and
assigns, returns to Tryx all amounts of the purchase price under
the Participation Agreement that was paid by Tryx to Atlas,
including 2,000,000 shares of the common s
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