SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Exhibit 10.1
MUTUAL
RELEASE
This
Settlement Agreement and Mutual
Release (this “Agreement” or “Mutual Release”) entered into on November __,
2007, is by and between Texhoma Energy, Inc., a Nevada Corporation (“Texhoma,”
and unless otherwise stated, the defined term Texhoma shall include any and
all
subsidiaries of Texhoma, including Texaurus Energy, Inc., a Delaware
corporation) and Xxxxx X. Xxxxxx, an individual (“Xxxxxx”) and Xxxxxx Oil &
Gas Limited, a British Columbia corporation (“JOGL,” and collectively with
Xxxxxx, the “Xxxxxx Parties”), Clover Capital, (“Clover”), Capersia Pte. Ltd., a
Singapore company (“Capersia”), Xxxxx Xxxxxx, an individual (“Xxxxxx”), and
Xxxxxxxx Xxxxx Capital, Inc. a BC corporation (“SGC”) (collectively, Clover,
Capersia, Xxxxxx and SGC, the “Non- Xxxxxx Parties,” and with the Xxxxxx Parties
(the “Interested Parties”, and individually, an “Interested Party”), each
sometimes referred to herein as a “Party,” and collectively referred to herein
as the “Parties.”
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1. Representations
and Warranties of the Interested
Parties:
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1.1
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Capersia
entered into a Sale and Purchase Agreement with Texhoma on or about
November 4, 2004, pursuant to which Texhoma purchased a 40% interest
in
Black Swan Petroleum Pty. Ltd., for 56,000,000 (post forward split)
shares
of Texhoma common stock, of which approximately 26,000,000 shares
have
been transferred and/or gifted to various parties, leaving an aggregate
of
30,000,000 shares held in the name of Capersia as of the date of
this
Agreement (the “Capersia Shares”).
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1.2
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Xxxxxx
was previously employed by Texhoma as a Director of Texhoma from
approximately January 24, 2005, to June 14, 2007; as Chief Executive
Officer of Texhoma from approximately April 12, 2006, to June 5,
2006, and
from approximately May 17, 2007 to June 4, 2007; as Chief Financial
Officer from approximately May 17, 2007 to June 14, 2007; and as
Executive
Chairman during the period from approximately January 24, 2005 to
June 14,
2007 (collectively the “Employment”).
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1.3
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On
or about March 24, 2006, Xxxxxx subscribed and paid cash for 7,500,000
shares of Texhoma’s common stock for aggregate consideration of $300,000
(the “Xxxxxx Shares”).
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1.4
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On
or about October 19, 2006, during which time Xxxxxx served as Executive
Chairman, Texhoma issued a Promissory Note to JOGL, an entity controlled
by Xxxxxx in the amount of $493,643.77, which amount purportedly
represented funds advanced to the Company by Xxxxxx and management
fees
owed to Xxxxxx (the “Xxxxxx Note”), a copy of which is attached hereto as
Exhibit A.
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1.5
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On
or around October 19, 2006, in security for the repayment of the
Xxxxxx
Note, Texhoma entered into a Security Agreement with Xxxxxx, attached
hereto as Exhibit B, under which Security Agreement, Texhoma transferred
200,000 shares of the common stock of Xxxxxx Creek Energy Corp. to
Xxxxxx
as security for the repayment of the Xxxxxx Note (the “Xxxxxx Creek
Shares”).
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1.6
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In
April and May 2006, Texhoma issued an aggregate of 22,375,000 shares
of
its common stock to Lucayan Oil and Gas Investments, Ltd., a Bahamas
corporation (the “LOGI Shares”).
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1.7
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On
or about June 5, 2007, Texhoma entered into an Agreement with JOGL
(the
“Tolling Agreement,” attached hereto as Exhibit C, pursuant to which JOGL
agreed that no interest would be due from Texhoma and/or accrue on
the
principal or accrued interest to date on the Xxxxxx Note for a period
of
one (1) year from the date of the Tolling Agreement and that JOGL
would
not try to collect the principal and/or accrued interest on such
Xxxxxx
Note for a period of one (1) year.
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1.8
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On
or about June 5, 2007, several of Texhoma’s largest shareholders,
including Capersia and Xxxxxx, entered into a Voting Agreement, whereby
they agreed that until June 5, 2009, neither would vote any of the
shares
of common stock which they held for (i.e. in favor of) the removal
of
Xxxxxxx X. Xxxxxxx or Xxxxxx Xxxxx, Texhoma’s Directors, or for or against
various other shareholder approvals as described in greater detail
on the
Voting Agreement, attached hereto as Exhibit D (the “Voting
Agreement”).
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1.9
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The
issuances of the Xxxxxx Shares, the Capersia Shares and the LOGI
Shares
(collectively the “Shares”), were validly issued, with approval by
Texhoma’s Directors, fully paid and non-assessable upon their
issuance and the legal opinions previously provided for the
sale or transfer of any such Shares pursuant to Rule 144 under the
Securities Act of 1933, as amended, were compliant with Rule
144.
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1.10
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The
Parties wish to enter into this Mutual Release to settle their
disputes.
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2. Settlement.
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2.1
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The Xxxxxx
Parties agree that in consideration for Texhoma agreeing to the terms
and
conditions of Section 3.3 and Section 4.3, as well as the other terms
and
conditions contained herein (the “Xxxxxx Consideration”), that the Xxxxxx
Parties agree to the terms and conditions of Section 3.1, Section
4.1 and
Section 5, below, as well as the other terms and conditions contained
herein.
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2.2
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The
Non-Xxxxxx Parties agree that in consideration for Texhoma agreeing
to the
terms and conditions of Section 3.3 and Section 4.3, as well as the
other
terms and conditions contained herein (the “Non-Xxxxxx Consideration”),
that the Non-Xxxxxx Parties agree to the terms and conditions of
Section
3.2, Section 4.2 and Section 5, below, as well as the other terms
and
conditions contained herein.
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2.3
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Texhoma
agrees that in consideration for the Interested Parties agreeing
to the
terms and conditions of Sections 3.1, 3.2, 4.1, 4.2 and Section 5,
below,
as well as the other terms and conditions contained herein (the “Texhoma
Consideration”), that Texhoma agrees to the terms and conditions of
Section 3.3 and 4.3, below, as well as the other terms and conditions
contained herein.
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2.4
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The
Xxxxxx Parties agree that they will receive valid consideration from
the
Xxxxxx Consideration.
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2.5
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The
Non-Xxxxxx Parties agree that they will receive valid consideration
from
the Non-Xxxxxx Consideration.
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2.6
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Texhoma
agrees that it will receive valid consideration from the Texhoma
Consideration.
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3. Settlement
Terms.
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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
Xxxxxx 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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To
return 5,000,000 of the Xxxxxx Shares to Texhoma for cancellation
(and to
provide Texhoma authority and consent and to execute any required
documentation in connection with such authority and consent to affect
such
cancellation) promptly after the Parties entry into this Mutual Release
(the “Xxxxxx Cancellation”), which will leave Xxxxxx with 2,500,000 shares
of Texhoma’s common stock (the “Remaining Xxxxxx Shares”) and that neither
of the Xxxxxx Parties shall have any claim to or interest in any
of the
Xxxxxx Shares, other than the Remaining Xxxxxx Shares, subsequent
to such
return and cancellation.
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3.1.2
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That
in connection with the Parties entry into this Mutual Release, that
any
and all debt owed by Texhoma to the Xxxxxx Parties, which is known
or
unknown, accounted for or unaccounted for, will be forever discharged
and
forgiven, the result of which will be that following the Parties
entry
into this Mutual Release, Texhoma will owe no cash nor any other
consideration to any of the Xxxxxx Parties, or to any of the Non-Xxxxxx
Parties, including but not limited to Clover and
Capersia.
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3.1.3
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That
Texhoma shall owe Xxxxxx 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 Energy, Inc.,
as an officer or Director of such companies, following
the Parties entry into this Mutual Release, for any matters, claims,
or
actions whatsoever, in connection with any cause of action, lawsuit,
or
complaint of any kind brought by any current or former shareholder
of
Texhoma or Texaurus, and/or current officer or Director of Texhoma
or any
regulatory board or commission.
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3.1.4
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That
Xxxxxx will certify the accuracy and correctness of Texhoma’s yet to be
prepared annual and interim financial statements and periodic reports,
relating to the time periods of the 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 “Certifications”).
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3.1.5
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That
Xxxxxx will certify the accuracy and correctness of Texhoma’s previously
prepared and filed annual and interim financial statements and periodic
reports, relating to the time period of the Employment, by executing
the
Certifications attached hereto as Exhibit E.
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3.1.6
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That
neither of the Xxxxxx Parties has any interest in, claim to, or
disagreement with the LOGI Shares, and neither of the Xxxxxx Parties
will
take any steps or actions to prevent the sale of or transfer of such
LOGI
Shares, inquire into the status of such shares and/or to purchase
and/or
finance such shares in the future, directly or
indirectly.
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3.1.7
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Xxxxxx
agrees to continue to assist Texhoma to the best of his ability and
knowledge, as Texhoma may reasonably request in writing, with responses
to
any questions asked regarding Texhoma’s operations and/or financial
statements. Xxxxxx also agrees to use his best efforts to
produce executed copies of any documents reasonably requested by
Texhoma,
concerning Texhoma’s prior operations, liabilities, financial statements
or disclosure in its Securities and Exchange Commission filings,
directly
or indirectly.
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3.1.8
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Xxxxxx
agrees that any and all stock options which were granted by Texhoma
to
Xxxxxx previously in connection with his Employment or otherwise
have
previously expired unexercised and that he holds no options or warrants
in
the common stock of Texhoma or Texaurus.
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3.1.9
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That
the Voting Agreement shall remain in full affect and force following
the
Parties’ execution of this Mutual Release and be enforceable against
Xxxxxx for and until the expiration of the term of such Voting
Agreement.
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3.1.10
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Xxxxxx
certifies that he does not control or have any participation, beneficial
ownership in, and/or interest in any shares of Texhoma other than
the
Xxxxxx Shares.
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3.1.11
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That
nothing in this Mutual Release shall be construed in any way to relate
to
the approval or validation of the consideration given for or the
validity
of the issuance of the Shares by Texhoma or its current officers
and
directors, and/or to the validity or approval of any legal opinions
previously provided for the sale or transfer of any such Shares pursuant
to Rule 144 under the Securities Act of 1933, as amended or otherwise,
by
Texhoma or its current officers and directors.
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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,
the
Non-Xxxxxx Parties, for themselves, their agents, affiliates, servants,
attorneys, officers, directors, employees, successors and assigns,
to the
extent legally allowed, hereby covenant and agree as
follows:
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3.2.1
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That
in connection with the Parties entry into this Mutual Release, that
any
and all debt owed by Texhoma to Clover or Capersia or any affiliated
parties of Clover or Capersia, or any other of the Non-Xxxxxx Parties,
which is known or unknown, accounted for or unaccounted for, will
be
forever discharged and forgiven, the result of which will be that
following the Parties entry into this Mutual Release, Texhoma will
owe no
cash nor any other consideration to either Clover or Capersia, nor
any
other of the Non-Xxxxxx Parties.
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3.2.2
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That
none of the Non-Xxxxxx Parties have any interest in, claim to, or
disagreement with the
LOGI Shares, and none of the Non-Xxxxxx Parties will take any
steps or actions to prevent the sale of or transfer of such LOGI
Shares,
inquire into the status of such shares and/or to purchase such shares,
inquire into the status of such shares and/or to purchase and/or
finance
such shares in the future, directly or
indirectly.
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3.2.3
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That
the Voting Agreement shall remain in full affect and force and be
enforceable against Capersia for and until the expiration of the
term of
such Voting Agreement.
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3.2.4
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Capersia
agrees not to sell, gift or otherwise transfer an amount of the Capersia
Shares in excess of 2% of Texhoma’s then outstanding shares of common
stock, in any three (3) month period, until the second anniversary
of the
Parties entry into this Mutual Release, unless such transfer is
pre-approved in writing by Texhoma in its sole discretion (the “Capersia
Leak-Out”). Capersia further agrees that Texhoma may require
Capersia to have an additional restrictive legend placed on the Capersia
Shares, evidencing and disclosing the terms of the Capersia Leak-Out,
in
Texhoma’s sole discretion and that Capersia will promptly comply with such
additional legend requirement.
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3.2.5
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That
nothing in this Mutual Release shall be construed in any way to relate
to
the approval or validation of the consideration given for or the
validity
of the issuance of the Shares by Texhoma or its current officers
and
directors, and/or to the validity or approval of any legal opinions
previously provided for the sale or transfer of any such Shares pursuant
to Rule 144 under the Securities Act of 1933, as amended or otherwise,
by
Texhoma or its current officers and directors.
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3.3
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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 agents, servants, attorneys, officers, directors,
employees, successors and assigns, to the extent legally allowed,
hereby
covenants and agrees as follows:
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3.3.1
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Xxxxxx
will retain the Remaining Xxxxxx Shares, Capersia will retain the
Capersia
Shares, and any previous assigns or transferees of the Xxxxxx Shares
or
the Capersia Shares, will retain such transferred or assigned shares,
free
and clear of any and all claims to such shares by Texhoma, other
than the
Capersia Leak-Out, described above.
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3.3.2
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Texhoma
will release any and all claims to the Xxxxxx Creek Shares and/or
any
additional shares of Xxxxxx Creek Energy Corp., which Texhoma may
have
been due and/or be due as a result of any splits or shares distributions
relating to the Xxxxxx Creek Shares, and agrees that such Xxxxxx
Creek
Shares shall be the sole property of Xxxxxx following the Parties
entry
into this Mutual Release, which Xxxxxx Creek Shares were previously
held
by Xxxxxx in trust as collateral for repayment of the Xxxxxx
Note.
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4. Mutual
Release.
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4.1
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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,
each
of the Xxxxxx Parties, for themselves, their officers, directors,
agents,
servants, representatives, successors, employees and assigns,
hereby covenants and agrees as follows:
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4.1.1
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That
each of the Xxxxxx Parties hereby releases, acquits and forever discharges
Texhoma, its current and former agents, officers, directors, servants,
attorneys, representatives, successors, employees and assigns (each
a
“Texhoma Party” and collectively 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, which they ever had or now have,
upon
or by reason of any manner, cause, causes or thing whatsoever, including
without limitation, any presently existing claim or defense, whether
or
not presently asserted, suspected, contemplated or anticipated, arising
from or relating to any Texhoma Party, 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 or the Texhoma Parties, relating directly
or
indirectly thereto.
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4.2
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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,
the
Non-Xxxxxx Parties for themselves, their officers, directors, affiliates,
agents, servants, representatives, successors, employees and assigns,
hereby covenant and agree as follows:
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4.2.1
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That
the Non-Xxxxxx Parties hereby release, acquit and forever discharge
Texhoma, its current and former agents, officers, directors, servants,
attorneys, representatives, successors, employees and assigns 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, , which they ever had or now have,
upon
or by reason of any manner, cause, causes or thing whatsoever, including
without limitation, any presently existing claim or defense, whether
or
not presently asserted, suspected, contemplated or anticipated, arising
from or relating to any Texhoma Party, 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 or the Texhoma Parties, relating directly
or
indirectly thereto.
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4.3
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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, hereby covenants and agrees as follows:
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4.3.1
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That
Texhoma hereby releases, acquits and forever discharges each of the
Interested Parties, their current and former agents, officers, directors,
servants, attorneys, representatives, successors, employees and assigns
in
their role with such entities limited only to such demonstrable capacities
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, which
they
ever had or now have, upon or
by reason of any manner, cause, causes or thing whatsoever, including
without limitation, any presently existing claim or defense, whether
or
not presently asserted, suspected, contemplated or anticipated, arising
from or relating to the Capersia Shares, the Employment, the Xxxxxx
Note,
the Xxxxxx Shares, the Xxxxxx Creek Shares, and the LOGI Shares
(“Disputes”), for or by reason of any matter, cause or thing whatsoever,
including all obligations arising therefrom, and omissions and/or
conduct
of any of the Interested Parties and/or their former or current agents,
attorneys, servants, representatives, successors, employees, directors,
officers and assigns, relating directly thereto in their role with
such
entities limited only to such demonstrable capacities in connection
with
the Disputes.
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4.4
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The
Parties understand, acknowledge and agree that the releases set forth
above may be pleaded as a full and complete defense and may be used
as a
basis for an injunction against any action, suit or other proceeding
which
may be instituted, prosecuted or attempted in breach of the provisions
of
such releases. Similarly, the Parties agree that no fact,
event, circumstance, evidence or transaction which could now be asserted
or which may hereafter be discovered relating to the subject matter
discussed above, shall affect in any manner the final, absolute and
unconditional nature of the release set forth
above.
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5. Confidentiality
and Non-Disclosure.
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5.1
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Confidentiality.
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The
Interested Parties hereby agree that the existence of this Mutual
Release
is and shall remain confidential and that any public announcement
thereof,
or Securities Exchange Commission report filed in connection therewith,
in
whatever timing or manner, shall be at the sole discretion of
Texhoma. The Interested Parties hereby also agree that the
terms of the settlement described in this Mutual Release, and as
such may
have been previously discussed among the Parties, are and shall,
at the
discretion of Texhoma, remain confidential and the Interested Parties
agree that such terms shall not be disclosed by the Interested Parties
to
any other person; provided, however, that any of the Interested Parties
may disclose the terms of this Mutual Release (i) to its attorneys,
accountants, senior managers or other professionals retained by the
disclosing party for the purpose of rendering advice to the disclosing
party as necessary to for fulfilling their obligations hereunder
or filing
tax returns so long as such persons are informed by the disclosing
party
as to the confidential nature of such information and are directed
by the
disclosing party to treat such information confidentially and to
use it
only in connection with their representation of the disclosing party;
and
(ii) pursuant to any legal process requiring such
disclosure. In the event that one of the Interested Parties is
required by lawful order or subpoena to disclose any of the terms
of this
Mutual Release, said party must notify Texhoma of such order or subpoena
immediately and prior to making any disclosures and shall provide
Texhoma
with the opportunity and cooperation necessary to object to, contest,
or
seek a protective order or other remedy concerning such
disclosure.
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5.2
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Nondisparagement.
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5.2.1
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The
Interested Parties agree that they will not say, write or cause to
be
said, disseminated, published, issued, communicated or written, any
statement that may be considered defamatory, derogatory, or disparaging
of
Texhoma or any of Texhoma’s past, present, or future parents,
subsidiaries, affiliates, officers, directors, trustees, employees,
attorneys, investors, and agents, and its and their heirs, successors,
assigns, representatives, and predecessors, individually and in their
official capacities, except to the extent the same is a privileged
communication under applicable law.
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5.2.2
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The
Interested Parties agree that they will not say, write or cause to
be
said, disseminated, published, issued, communicated or written, any
statement whatsoever, relating to Texhoma or any of Texhoma’s past,
present, or future parents, subsidiaries, affiliates, officers, directors,
trustees, employees, attorneys, investors, and agents, and its and
their
heirs, successors, assigns, representatives, and predecessors,
individually and in their official capacities, to Laurus Master Fund,
Ltd., any current, former or future affiliates of Laurus Master Fund,
Ltd., any other former, current or future officers and directors
of
Texhoma, and/or any other former, current or future business partners
or
parties to any agreements whatsoever with Texhoma, without the prior
written consent of Texhoma.
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5.3
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Damages.
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5.3.1
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The
Interested Parties agree that upon any breach of this Section 5,
by any
Interested Party, whether intentional or unintentional, deliberate
or
accidental, for any reason whatsoever, such Interested Party will
pay
Texhoma liquidated damages in the amount of $25,000, per breach,
which
amount shall not be a penalty, but which amount the Interested Parties
agree is a good faith estimate of the actual damages that will be
caused
to Texhoma by such breach by any Interested Party (the “Interested Party
Liquidated Damages”). Each Interested Party further agrees that such
Interested Party Liquidated Damages are reasonable. The
recovery of the Liquidated Damages shall not limit Texhoma’s (nor any
other of the Texhoma Parties’) ability to pursue any cause of action, or
obtain any other judgment, injunction or remedy, whatsoever, against
any
of the Interested Parties in connection with any such breach of this
Section 5, and, all Parties agree that such Liquidated Damages shall
be in
addition to any remedy in law or
equity.
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6. Miscellaneous
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6.1
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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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6.2
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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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6.3
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Assignments. The
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.
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6.4
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Section
Headings. Section headings are for convenience only and shall not
define or limit the provisions of this Agreement.
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6.5
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Waiver.
No failure on the part of any Party to enforce any provisions of
this
Agreement will act as a waiver of the right to enforce that
provision.
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6.6
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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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6.7
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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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6.8
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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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6.9
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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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6.10
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Faxed
Signatures. For purposes of this Mutual Release a
faxed signature shall constitute an original signature.
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6.11
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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.]
IN
WITNESS WHEREOF, intending to be legally bound, the Parties hereto have
executed this Mutual Release as of the date first written above.
Texhoma
Energy,
Inc.
/s/
Xxxxx X.
Xxxxxx
/s/ Xxxxxx Xxxxx
Xxxxx
X.
Xxxxxx Xxxxxx
Xxxxx
CEO
Xxxxxx
Oil & Gas
Limited
Texaurus Energy, Inc.
By:
Texhoma Energy, Inc.
By:
/s/ Xxxxx X.
Xxxxxx Its:
Sole Shareholder
Its:
President and
CEO /s/
Xxxxxx Xxxxx
Printed
Name: Xxxxx X.
Xxxxxx Xxxxxx
Xxxxx
CEO
Clover
Capital
Capersia Pte. Ltd.
By:
/s/ Xx. Xxxxxx
Hoop
By: /s/ Xxxxxxx Xxxxxx
Its:
Director Its:
Directors Duly Authorized Signatory
Printed
Name: Xx. Xxxxxx
Hoop
Printed Name: Xxxxxxx Xxxxxx
Xxxxxxxx
Xxxxx Capital, Inc.
By:
/s/ Xxxxx Xxxxxx
Its:
President /s/
Xxxxx Xxxxxx
Printed
Name: Xxxxx
Xxxxxx
Xxxxx Xxxxxx
Exhibit
E
CERTIFICATION
OF XXXXX X. XXXXXX PURSUANT TO
SECTIONS
302 and 906 OF THE XXXXXXXX-XXXXX ACT OF 2002
I,
Xxxxx
X. Xxxxxx, certify that:
1. I
have reviewed Texhoma Energy, Inc.’s (the “Company’s”) Annual Report on Form
10-KSB for the period ended September 30, 2005, which was filed with the
Securities and Exchange Commission (the “SEC”) on August 21, 2007, and the
Company’s Quarterly Report on Form 10-QSB for the period ending December 31,
2005, filed with the SEC on September 11, 2007, the Company’s Quarterly Report
on Form 10-QSB for the period ending March 31, 2006, filed with the SEC on
October 2, 2007, and the Company’s Quarterly Report on Form 10-QSB for the
period ending June 30, 2006, filed with the SEC on October 12, 2007
(collectively, the “Report”)’
2.
Based on
my knowledge, the Reports do not contain any untrue statement of a material
fact
or omit to state a material fact necessary to make the statements made, in
light
of the circumstances under which such statements were made, not misleading
with
respect to the period covered by such Reports;
3.
Based on
my knowledge, the financial statements, and other financial information included
in the Reports, fairly present in all material respects the financial condition,
results of operations and cash flows of the Company as of, and for, the periods
presented in such Reports;
4.
I was
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company
during the time periods of the Reports, and:
a)
Designed
such disclosure controls and procedures, or caused such disclosure controls
and
procedures to be designed, to ensure that material information relating to
the
Company, including its consolidated subsidiaries, was made known within those
entities, particularly during the period in which the Reports were
prepared;
b)
Evaluated
the effectiveness of the Company's disclosure controls and procedures and agree
with the conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the periods covered by the Reports, based on such
evaluation; and
c)
Agree
with the disclosure in the Reports, regarding any change in the Company's
internal control over financial reporting that occurred during the time periods
covered by the Reports that have materially affected, or is reasonably likely
to
materially affect, the Company's internal control over financial reporting;
and
5.
I have
disclosed, based on, my evaluation of internal control over financial reporting,
to the Company:
a)
All
significant deficiencies and material weaknesses in the design or operation
of
internal control over financial reporting which are reasonably likely to
adversely affect the Company's ability to record, process, summarize and report
financial information, which are present or were present during the time periods
of the Reports; and
b)
Any
fraud, whether or not material, that involves management or other employees
who
have a significant role in the Company's internal control over financial
reporting.
6.
I, Xxxxx X. Xxxxxx, also certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Xxxxxxxx-Xxxxx Act of 2002, that the Reports
fully comply with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such Reports fairly
presents in all material respects the financial condition and results of
operations of Texhoma Energy, Inc. as of the periods covered by the
Reports.
The
Company, and its officers, Directors, agents and representatives may rely on
this certification letter. I personally, will jointly and severally indemnify
the Company and hold the Company harmless from and against any and all loss
damage, claim, liability and expense arising out of or resulting from the breach
of any warranty, certification, representation or covenant herein.
______________________
Xxxxx
X.
Xxxxxx
Date:__________________
