VOTING AGREEMENT
Exhibit
10.1
This
VOTING AGREEMENT ("Agreement") is
made and entered on June 5, 2007 (the “Effective Date”) by and between Capersia
Pte. Ltd. ("Capersia"), Lucayan Oil and Gas Investments, Ltd. (“LOGI”), Xxxxx X.
Xxxxxx (“Xxxxxx”), and Valeska Energy, Inc. (“Valeska”), , each individually a
“Party,” and collectively the “Parties.”
WITNESSETH:
WHEREAS,
Capersia
currently holds 30,000,000 shares of the common stock of Texhoma Energy, Inc.,
a
Nevada corporation (“Texhoma”); LOGI currently holds 18,174,000 shares of the
common stock of Texhoma; Xxxxxx currently holds 7,500,000 shares of the common
stock of Texhoma; and Valeska currently holds (and/or is anticipated to receive
within the next few weeks pursuant to the Management Agreement between Valeska
and Texhoma attached hereto as Exhibit A) 16,200,000 shares of the common
stock of Texhoma; (collectively the “Texhoma Common Stock”);
WHEREAS,
Texhoma
desires to appoint Xxxxxxx X. Xxxxxxx and Xxxxxx Xxxxx as Directors of Texhoma
(the “Directors”), which Directors require the Parties to enter into this Voting
Agreement concurrently with their agreeing to serve as Directors of
Texhoma;
WHEREAS,
the Parties
desire Xx. Xxxxxxx and Xx. Xxxxx to serve as Directors of Texhoma;
and
WHEREAS,
the Parties
desire to set forth in writing certain rights and restrictions, including,
without limitation, voting rights with respect to the Texhoma Common Stock
owned
by the Parties.
NOW,
THEREFORE, in
consideration of the mutual covenants contained herein, and for other good
and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. Stock. The
shares of Texhoma Common Stock of Texhoma owned by the Parties and made a part
of this Agreement as set forth on the signature page hereof, shall be referred
to herein as the "Stock".
2. Voting.
Subject to Section 4 below, the Parties agree that no Party will vote the Shares
which they hold for (i.e. in favor of) the removal of any of the Directors
for
the Term of this Agreement. The Parties also agree that in the event
of any shareholder vote of Texhoma (either by Board Meeting, a Consent to Action
with Meeting, or otherwise) relating to the removal of the Directors; the
re-election of the Directors; and/or the increase in the number of directors
of
Texhoma during the Term of this Agreement, that such Parties will vote their
Shares against the removal of the Directors; for the re-election of such
Directors; and/or vote against the increase
in the number of directors of Texhoma, without the unanimous consent of the
Directors, respectively.
3. Shares
Subject to Agreement. Any additional shares of
Texhoma’s Common Stock or other voting securities, or the voting rights relating
thereto, of Texhoma that may be owned, held or subsequently acquired in any
manner, legally or beneficially, directly or indirectly, of record or otherwise,
by the Parties at any time during the term of this Agreement as a result of
the
ownership of the Stock that is referred to in this Agreement whether issued
incident to any stock split, stock dividend, increase in capitalization,
recapitalization, merger, consolidation, reorganization, or other transaction,
shall be included within the term "Stock" as used herein and shall be subject
to
the terms of this Agreement.
4. Breach
of Fiduciary Duties. In the event that
either of the Directors breaches his fiduciary duty to Texhoma, including,
but
not limited to such Director’s conviction of an act or acts constituting a
felony or other crime involving moral turpitude, dishonesty, theft or fraud;
such Director’s gross negligence in connection with his service to Texhoma as a
Director and/or in any executive capacity which he may hold; and/or if any
Party
becomes aware of information which would lead a reasonable person to believe
that such Director has committed fraud or theft from Texhoma, or a violation
of
the Securities laws (each a “Breach of Fiduciary Duty”), this
Agreement and the Voting requirement set forth in Section 2 above shall not
apply, and the Parties may vote the Shares as they see fit.
5. Reservation
of Rights. All other rights and privileges of the Stock
shall be reserved to and retained by the Parties.
6. Term. This
Agreement shall remain in full force and effect as of the date hereof, until
June 5, 2009 (the “Term”).
7. Specific
Performance. Each Party hereto acknowledges that a
remedy at law for any breach or attempted breach of terms and provisions of
this
Agreement may be inadequate, and such Parties therefore agree that the
non-breaching party shall be entitled to specific performance and injunctive
and
other equitable relief in the event of any such breach or attempted
breach.
8. Successors
and Assigns. This Agreement shall be
binding upon each of the Parties who execute this Agreement below and their
respective heirs, legal representatives, successors and assigns. This
Agreement need not however be executed by each Party hereto to become effective,
but instead shall be effective for each individual Party who has executed this
Agreement below, regardless of whether any other Party fails to execute such
Agreement.
9. Waiver. The
wavier by either party to this Agreement of a breach or violation or any
provision hereof shall not operate as or be construed to be a waiver of any
subsequent breach hereof.
10. Governing
Law. This Agreement shall be
interpreted in accordance with the laws of the State of Texas. In the
event of a dispute concerning this Agreement, the parties agree that venue
lies
in a court of competent jurisdiction in Xxxxxx County, Texas.
11. Headings;
Gender. The paragraph headings
contained in this Agreement are for convenience only, and shall in no manner
be
construed as part of this Agreement. All references in this Agreement
as to gender shall be interpreted in the applicable gender of the
parties.
12. Severability. In
the event any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision hereof, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
13. Amendment. No
modification, amendment, addition to, or termination of this Agreement, nor
waiver of any of its provisions, shall be valid or enforceable unless in writing
and singed by all the parties hereto.
14. Effect
of Facsimile and Photocopied Signatures. This Agreement may be
executed in several counterparts, each of which is an original. It
shall not be necessary in making proof of this Agreement or any counterpart
hereof to produce or account for any of the other counterparts. A
copy of this Agreement signed by one Party and faxed to another Party shall
be
deemed to have been executed and delivered by the signing Party as though an
original. A photocopy of this Agreement shall be effective as an
original for all purposes.
15. Entire
Agreement. This Agreement constitutes the sole and only
agreement of the parties hereto and supersedes any prior understanding or
written or oral agreements between the parties respecting the subject matter
hereof.
[Remainder
of page left intentionally blank. Signature page
follows.]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective
as of
the Effective Date set forth above.
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Capersia
Pte. Ltd.
|
30,000,000
Shares of Common Stock
|
|
/s/
Xxxxxxx Xxxxxx
|
|
|
By:
Xxxxxxx Xxxxxx
|
|
|
Its:
Director
|
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|
Lucayan
Oil and Gas Investments, Ltd.
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18,174,000
Shares of Common Stock
|
|
____________________________
|
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By:
Xxx Xxxxxxx
|
|
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Its:
Director
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/s/
Xxxxx Xxxxxx
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7,500,000
Shares of Common Stock
|
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Xxxxx
X. Xxxxxx
|
|
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Xxxxxxx
Energy, Inc.
|
16,200,000
Shares of Common Stock
|
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/s/
Xxxxxxx X. Xxxxxxx
|
|
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By:
Xxxxxxx X. Xxxxxxx
|
|
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It:
President
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