COOPERATION AGREEMENT AND MUTUAL RELEASE
Exhibit
10.4
COOPERATION
AGREEMENT AND
MUTUAL
RELEASE
This
Cooperation Agreement and Mutual
Release (this “Agreement” or “Mutual Release”) entered into on July __, 2007, to
be effective when executed, is by and between Texhoma Energy, Inc., a Nevada
Corporation, which has an address of 000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxx, Xxxxx
00000 and its wholly owned Delaware subsidiary, Texaurus Energy, Inc.
(collectively “Texhoma”) and Lucayan Oil and Gas Investments, Ltd. (“LOGI”), Xxx
Xxxxxxx (“Xxxxxxx”), Xxxxxxxx Xxxxxxx, and A.E. Buzz Xxxxx (“Xxxxx”)(each a
“Former Interested Party” and collectively the “Former Interested Parties”),
collectively referred to as the “Parties.”
1. Facts.
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1.1
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Xxxxxxx
was previously employed by Texhoma as the Chief Executive Officer
and
President of Texhoma from approximately April 19, 2006 until May
1, 2007,
and as a Director from April 10, 2006 until May 1, 2007 (the “Xxxxxxx
Employment”).
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1.2
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Xxxxxxxx
Xxxxxxx, Xxxxxxx’x daughter, was previously employed by Texhoma as
a
Legal Administrator from approximately September
1, 2006 until May
1, 2007, 2007 (the “Xxxxxxxx Xxxxxxx
Employment”).
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1.3
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Xxxxx
was a consultant to Texhoma from April
1, 2006 until May
1, 2007 as an
Engineer(the “Xxxxx Employment,” and collectively with the
Xxxxxxx Employment and the Xxxxxxxx Xxxxxxx Employment, the
“Employment”).
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1.4
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On
June 1, 2006, Xxxxxxx was granted an aggregate of 3,250,000 Non-qualified
Stock Options and an aggregate of 750,000 Incentive Stock Options
at an
exercise price of $0.13 per share, which were to vest to Xxxxxxx
at the
rate of 500,000 shares every three months (with the Incentive Stock
Options to be granted first) (the “Xxxxxxx
Options”).
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1.5
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LOGI,
which is beneficially owned by Xxxxxxx and Xxxxx, was issued an aggregate
of 4,000,000 shares of common stock on April 10, 2006, in consideration
for the forgiveness of $160,000 in debt which Texhoma owed to LOGI,
and
was issued an additional 18,375,000 shares of common stock on May
15,
2006, in consideration for the forgiveness of $735,000 in debt which
was
owed to LOGI by Texhoma (collectively the “LOGI
Shares”).
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1.6
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On
June 4, 2007, Texhoma’s Board of Directors appointed Xxxxxxx X. Xxxxxxx as
Texhoma’s President and Xxxxxx Xxxxx as Texhoma’s Chief Executive Officer
(the “New Officers”). A condition of the New Officers’
appointment was that certain of Texhoma’s largest shareholders including
LOGI, would enter into a Voting Agreement with the New Officers,
which
Voting Agreement is attached hereto as Exhibit A (the “Voting
Agreement”).
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1
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Settlement
Agreement and Mutual Release
Texhoma
Energy, Inc. and
Former
Interested
Parties
2. Settlement.
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2.1
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Each
of the Former Interested Parties agree that in consideration for
Texhoma
agreeing to the terms and conditions of Section 3.2 below; the Former
Interested Parties agree to the terms and conditions of Section 3.1
below
(the “Texhoma Consideration”).
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2.2
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Texhoma
agrees that in consideration for (a) LOGI entering into the Voting
Agreement in favor of the New Officers; (b) Xxxxxxx personally agreeing
to
cooperate with Texhoma in connection with the audits, filings and
other
affairs associated with Texhoma and Texaurus (as defined below);
and (c)
Xxxxxxx personally agreeing to certify the accuracy of Texhoma’s
financials during the period of the Xxxxxxx Employment; Texhoma agrees
to
the terms and conditions of Section 3.2 below (the “Former Interested
Parties Consideration”).
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2.3
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The
Former Interested Parties agree that they will receive valid consideration
from the Texhoma Consideration.
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2.4
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Texhoma
agrees that it will receive valid consideration from the Former Interested
Parties Consideration.
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3. Mutual
Release.
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3.1
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In
consideration of the agreements and covenants set forth herein above
and
below, the sufficiency of which is hereby acknowledged and confessed,
the
Former Interested Parties, for themselves, their agents, servants,
attorneys, officers, directors, employees, successors and assigns,
to
the extent legally allowed, hereby covenant and agree as
follows:
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3.1.1
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That
the Former Interested Parties hereby release, acquit and forever
discharge
Texhoma, its current and former agents, officers, directors, servants,
attorneys, representatives, successors, employees and assigns (the
“Texhoma Parties”) from any and all rights, obligations, claims, demands
and causes of action, whether in contract, tort, under state and/or
federal law, or state and/or federal securities regulations, whether
asserted or unasserted, whether known or unknown, suspected or
unsuspected, arising from or relating to the Employment, the LOGI
Shares,
Texhoma and/or the Texhoma Parties in general, for or by reason of
any
matter, cause or thing whatsoever, including all obligations arising
therefrom, and omissions and/or conduct of Texhoma or the Texhoma
Parties,
and/or Texhoma’s former or current agents, attorneys, servants,
representatives, successors, employees, directors, officers and assigns,
relating directly or indirectly thereto other than as provided in
3.1.2.
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Settlement
Agreement and Mutual Release
Texhoma
Energy, Inc. and
Former
Interested
Parties
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3.1.2
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That
the Former Interested Parties hereby assign the rights to any and
all
claims, demands and causes of action, whether in contract, tort,
under
state and/or federal law, or state and/or federal securities regulations,
whether asserted or unasserted, whether known or unknown, suspected
or
unsuspected, arising from or relating to any former officers or Directors
of Texhoma, or any predecessor company, to Texhoma and the New
Directors.
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3.1.3
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LOGI
agrees to enter into and be bound by the terms of the Voting
Agreement.
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3.1.4
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Xxxxxxx
personally agrees to:
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(a)
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cooperate
in all respects, to the best of his ability, with Texhoma and the
New
Officers in connection with:
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a.
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the
audit of Texhoma and/or Texaurus Energy, Inc., a Delaware corporation
and
Texhoma’s wholly owned subsidiary
(“Texaurus”);
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b.
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Texhoma’s
required SEC filings and the disclosures
therein;
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c.
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Providing
information and analysis regarding Texhoma’s operations, results of
operations, agreements and financial statements during the term of
the
Xxxxxxx Employment; and
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d.
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Providing
any and all information requested by Texhoma and/or the Former Interested
Parties, in affidavit form, including, but not limited to an affidavit
that “to the best of his knowledge,” the List of Liabilities attached
hereto as Exhibit B, is a complete list of all the liabilities of
Texhoma as of the date Xxxxxxx resigned from Texhoma (the “Liabilities
Certification”); and to
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(b)
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certify
the accuracy and correctness of Texhoma’s yet to be prepared annual and
interim financial statements, relating to the time period of the
Xxxxxxx
Employment, in a form substantially similar to the SEC’s required (i)
Certification Of Chief Executive Officer and Chief Financial Officer
Pursuant To Section 302 of The Xxxxxxxx-Xxxxx Act Of 2002 and
Certification of Chief Executive Officer; and (ii) Certification
of Chief
Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted
Pursuant
To Section 906 Of The Xxxxxxxx-Xxxxx Act Of 2002 (collectively the
“Officer Certifications,” and with the Liability Certification, the
“Certifications”).
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3.1.5
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Xxxxxxx
agrees that any and all of the Xxxxxxx Options which he vested pursuant
to
the term of the Xxxxxxx Employment will expire if unexercised on
August 1, 2007.
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Settlement
Agreement and Mutual Release
Texhoma
Energy, Inc. and
Former
Interested
Parties
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3.1.6
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Xxxxxxx
agrees that Texhoma shall owe him no rights to contribution and/or
indemnification in connection with his service to Texhoma as an officer
or
Director and/or in connection with his service to Texaurus as an
officer
or Director following the Parties entry into this Agreement, for
any
matters, claims, whatsoever, in connection with any cause of action,
lawsuit, or complaint of any kind brought by any current or former
shareholder of Texhoma, and/or current officer or Director of Texhoma,
other than in connection with the Indemnification Rights described
below
under Section 3.2.2.
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3.1.7
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Xxxxxxx
individually and on behalf of LOGI represents and certifies that
the LOGI
Shares were issued for valid consideration and that such LOGI Shares
were
fully paid and non-assessable upon their issuance (“Validly
Issued”) and have not pledged or encumbered in any way and are free of any
valid claim from a third party.
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3.2
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In
consideration of the agreements and covenants set forth herein above
and
below, the sufficiency of which is hereby acknowledged and confessed,
Texhoma, for itself, its officers, its directors and its agents,
servants,
representatives, successors, attorneys, employees and assigns to the
extent legally allowed, hereby covenants and agrees as
follows:
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3.2.1
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That
Texhoma hereby releases, acquits and forever discharges the Former
Interested Parties, from any and all rights, obligations, claims,
demands
and causes of action, whether in contract, tort, under state and/or
federal law, or state and/or federal securities regulations, whether
asserted or unasserted, whether known or unknown, suspected or
unsuspected, arising from or relating to the Employment, the LOGI
Shares,
the operations of Texhoma, and/or Texhoma in general, for or by reason
of
any matter, cause or thing whatsoever, including all obligations
arising
therefrom, and omissions and/or conduct of Texhoma and/or its former
or
current agents, attorneys, servants, representatives, successors,
employees, directors, officers and assigns, relating directly or
indirectly thereto, which are not brought to the attention of Texhoma
and
the New Officers in writing by 5:00 P.M. C.S.T. on September 30,
2007,
other than relating to any claim for a false certification or
misrepresentation by Xxxxxxx in connection with the
Certifications.
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3.2.2
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Texhoma
shall indemnify Xxxxxxx and Xxxxx against any dispute regarding the
LOGI
Shares, provided that such shares were Validly Issued, without restriction
and free of valid claim by other parties. In the event such LOGI
Shares
are determined to not be Validly Issued, without restriction, and
free of
valid claim from other parties Texhoma shall not be obligated
to provide indemnification to Xxxxxxx and Xxxxx (collectively the
“Indemnification Rights”).
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4 /
7
Settlement
Agreement and Mutual Release
Texhoma
Energy, Inc. and
Former
Interested
Parties
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4. Return
of the Texhoma Materials.
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4.1
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The
Former Interested Parties agree to return to Texhoma any and all
documents, files, agreements, stock certificates, record books, invoices,
or contacts, property, equipment and/or inventory which relate to
Texhoma,
Texaurus, any agreements or understandings between LOGI and Texhoma
or
Texaurus, and/or any agreements and understandings between any former
officers or Directors of Texhoma and Texaurus, which the Former Interested
Parties may hold in their possession and/or control (collectively
the
“Texhoma Materials”)within ten (10) business days from the date hereof and
agree to provide a representation in connection with the delivery
of the
Texhoma Materials (or in the event that any of the Former Interested
Parties has no Texhoma Materials in their possession) of the fact
that
after the delivery of the Texhoma Materials to Texhoma, that such
Former
Interested Party no longer holds any Texhoma Materials in their possession
and/or is not aware of any Texhoma Materials which have not been
turned
over to Texhoma.
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5. Miscellaneous.
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5.1
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Termination
of All Previous Agreements. All
previous agreements among the Parties, if any, and any and all related
agreements and obligations are hereby terminated without further
rights,
obligations or liabilities of any Party
thereunder.
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5.2
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No
Other Cause of Action. The
Parties are not aware of any claims not being released herein against
them.
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5.3
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Capacity
and Authorization. The Parties to this Mutual
Release further represent that they have read it in full before its
execution and that they fully understand the meaning, operation and
effect
of its terms. Each individual signing this Mutual Release
warrants and represents that he or she has the full authority and
is duly
authorized and empowered to execute this Mutual Release on behalf
of the
Party for which he or she signs.
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5.4
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Assignments. The
Former Interested Parties represent that they have not assigned,
in whole
or in part, any claims, demands and/or causes of action against Texhoma
to
any person or entity prior to their execution of this Mutual
Release. Texhoma represents that it is not aware of any
assignment, in whole or in part, any claim, demand and/or causes
of action
against the Former Interested Parties to any person or entity prior
to its
execution of this Mutual Release.
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5.5
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Binding
Effect. This Mutual Release shall be binding on
and inure to the benefit of the Parties and their respective heirs,
successors, assigns, directors, officers, agents, employees and personal
representatives.
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7
Settlement
Agreement and Mutual Release
Texhoma
Energy, Inc. and
Former
Interested
Parties
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5.6
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Modification. No
modification or amendment of this Mutual Release shall be effective
unless
such modification or amendment shall be in writing and signed by
all
Parties hereto.
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5.7
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No
Admission of Liability. Each Party
acknowledges and agrees that this Mutual Release is a compromise
of
disputed claims and neither this Mutual Release, nor any consideration
provided pursuant to this Mutual Release, shall be taken or construed
to
be an admission or concession by either the Former Interested Parties
or
Texhoma of any kind with respect to any fact, liability, or
fault.
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5.8
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Entire
Agreement. This Mutual Release constitutes the
entire agreement between the Parties pertaining to the subject matter
hereof and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written,
of
the Parties in connection with the subject matter
hereof.
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5.9.
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Interpretation. The
interpretation, construction and performance of this Mutual Release
shall
be governed by the laws of the State of Texas. Whenever used
herein, the singular number shall include the plural, the plural
shall
include the singular and the use of any gender shall be applicable
to all
genders.
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5.10.
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Faxed
Signatures. For purposes of this
Mutual Release a faxed signature shall constitute an original
signature.
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5.11.
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Execution. This
Mutual Release may be executed in several counterparts, each of which
shall be deemed an original, and such counterparts taken together
shall
constitute but one and the same Mutual Release. A photocopy of
this Mutual Release shall be effective as an original for all
purposes.
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[Remainder
of page left intentionally
blank. Signature page follows.]
6 /
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Settlement
Agreement and Mutual Release
Texhoma
Energy, Inc. and
Former
Interested Parties
IN
WITNESS WHEREOF, intending to be legally bound, the Parties hereto have
executed this Mutual Release as of the date first written above.
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Texhoma
Energy, Inc.
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/s/
Xxxxxx Xxxxx
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Xxxxxx
Xxxxx
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Chief
Executive Officer
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Former
Interested Parties:
Lucayan
Oil and Gas Investments, Ltd.
/s/
Xxx Xxxxxxx
Xxx
Xxxxxxx
Director
/s/
Xxx Xxxxxxx
Xxx
Xxxxxxx, personally
/s/
Xxxxxxxx Xxxxxxx
Xxxxxxxx
Xxxxxxx, personally
/s/
Buzz Xxxxx
Buzz
Xxxxx, personally
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Settlement
Agreement and Mutual Release
Texhoma
Energy, Inc. and
Former Interested
Parties
