Agreement to Terminate Relationship
Exhibit
10.1
This
Agreement to Terminate Relationship (the “Agreement”) is by and between Texhoma
Energy, Inc., a Nevada corporation (“Texhoma”) and Valeska Energy Corp., a
Nevada corporation (“Valeska”), each a “Party,” and collectively the “Parties,”
is entered into in this 9th day of September 2008, to be effective as of
September 30, 2008 (the “Effective Date”).
WHEREAS, Texhoma and Valeska
have previously entered into various agreements, including a Management Services
Agreement dated May 14, 2007 (as amended, restated and extended from time to
time, the “Management Services Agreement”) and a Joint Venture Agreement dated
May 14, 2007 (as amended, restated and extended from time to time, the “Joint
Venture Agreement”);
WHEREAS, pursuant to the
Management Services Agreement, Valeska received certain consideration from
Texhoma for services rendered, including but not limited to an aggregate of
sixty-million (60,000,000) options to purchase shares of Texhoma’s common stock
at an exercise price of $0.02 per share (the “Options”) and one thousand (1,000)
shares of Texhoma’s Series A Preferred Stock (the “Preferred Stock”), which
Preferred Stock provides the holder thereof super majority voting rights to any
shareholder vote of Texhoma; and
WHEREAS, Valeska now desires
that the Management Services Agreement and Joint Venture Agreement not be
extended and be terminated as of the Effective Date.
NOW THEREFORE, on the stated
premises and for and in consideration of the mutual covenants and agreements
hereinafter set forth and the mutual benefits to the Parties to be derived
herefrom, it is hereby agreed as follows:
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1)
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Termination
of Management Services Agreement and Joint Venture
Agreement.
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The
Parties agree that the Management Services Agreement and the Joint Venture
Agreement shall be automatically terminated effective as of the Effective
Date, without any further action by either Party hereto. The
Parties further agree that immediately subsequent to the payment by
Texhoma of any and all outstanding fees or reimbursements owed to Valeska
by Texhoma pursuant to the Management Services Agreement (the “Payment
Due”) and the Joint Venture Agreement, that neither Party will owe the
other Party any consideration nor have any liability to the other party
whatsoever pursuant to the Management Services Agreement and the Joint
Venture Agreement (the
“Termination”).
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2) Cancellation
of Options and Preferred Stock.
In
consideration for Texhoma agreeing to the Termination and the other terms and
conditions of this Agreement, Valeska agrees to:
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a)
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Cancel
the Options, effective as of the Parties’ entry into this Agreement, the
effect of which will be that the Options will no longer be exercisable by
Valeska and any and all right to the Options, the shares of common stock
issuable in connection with the exercise of the Options and the Options
themselves will be considered as terminated and cancelled by Texhoma;
and
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b)
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Cancel
the Preferred Stock, effective as of the Parties’ entry into this
Agreement, the effect of which will be that the Preferred Stock will no
longer be issued and outstanding and Valeska will no longer have any
rights in connection with such Preferred Stock or the ownership
thereof. The Parties further agree that no certificate was ever
issued to Valeska to evidence the issuance of the Preferred Stock;
however, the Parties agree that they will take any action necessary and/or
sign any documents required of either Party in the future to affect and
reflect the transactions contemplated by this Section
2(b).
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3) Release.
Each
Party, for themselves, their, agents, servants, attorneys, officers, directors,
employees, successors and assigns, to the extent legally allowed, hereby
covenants and agrees to release, acquit and forever discharge the other Party,
its current and former agents, officers, directors, servants, attorneys,
representatives, successors, employees and assigns (each a “Corporation Party”
and collectively the “Corporation 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 Corporation Party,
the Management Services Agreement, the Joint Venture Agreement, the Preferred
Stock or Options (but not the Payment Due, until such time as the Payment Due
has been paid in full), for or by reason of any matter, cause or thing
whatsoever, including all obligations arising therefrom, and omissions and/or
conduct of the Corporation Parties, relating directly or indirectly
thereto.
4) Miscellaneous.
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a)
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Benefit
and Burden. This Agreement shall inure to the benefit of, and
shall be binding upon, the Parties hereto and their successors and
permitted assigns.
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b)
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Captions
and Headings. The captions and headings contained in this
Agreement are inserted and included solely for convenience and shall not
be considered or given any effect in construing the provisions hereof if
any question of intent should
arise.
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c)
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The
Parties acknowledge that each of them has had the benefit of legal counsel
of its own choice and has been afforded an opportunity to review this
Agreement with its legal counsel and that this Agreement shall be
construed as if jointly drafted by the Parties
hereto.
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d)
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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.
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e)
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Entire
Agreement. This Agreement sets forth all of the promises,
agreements, conditions, understandings, warranties and representations
among the Parties with respect to the transactions contemplated hereby and
thereby, and supersedes all prior agreements, arrangements and
understandings between the Parties, whether written, oral or
otherwise.
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IN WITNESS WHEREOF, the
Parties hereto have caused this Agreement to be executed as of the date
first-above written to be effective as of the Effective Date.
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Texhoma Energy,
Inc.
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Valeska Energy
Corp.
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/s/
Ibrahim Xxxx
Xxxx
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/s/
Xxxxxx Xxxxx
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Xxxxxxx
Xxxx Xxxx
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Xxxxxx
Xxxxx
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Director
and Vice President of Operations
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President
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