Consulting Agreement
Exhibit
10.4
This
Consulting Agreement (“Agreement”) entered into as of the 10th day of September
2008, to be effective as of September 1, 2008, is entered into by and between
Texhoma Energy, Inc., a Nevada corporation (“Texhoma”) and Xxxxxxxx Xxxxx, an
individual (the “Consultant”), each a “Party” and collectively the
“Parties.”
WHEREAS, Texhoma desires for
the Consultant to provide services to Texhoma and the Consultant desires to
provide services to Texhoma on the terms and conditions set forth
below.
NOW, THEREFORE, in
consideration for the promises and pledges contained below and other good and
valuable consideration, which consideration the Parties acknowledge receipt of,
and the premises and the mutual covenants, agreements, and considerations herein
contained, the Parties hereto agree as follows:
1. Consulting
Services.
The
Consultant agrees to provide services to the Company which may include, but are
not limited to, introductions to financing sources, potential strategic
partners, and/or general advisory services (the “Services”).
2. Consideration.
In
consideration for the Consultant agreeing to provide the Services, Texhoma
agrees to issue the Consultant 10,000,000 restricted shares of Texhoma’s common
stock (the “Common Stock”), which shall be treated as earned by Consultant as
soon as the Parties enter into this Agreement. The Common Stock shall
be issued to the Consultant at such time as the Company chooses and not later
than when it is able to obtain shareholder approval and affect an increase in
its total number of authorized but unissued shares of common stock.
3. Representations of
Consultant.
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a)
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Consultant
recognizes that the Common Stock has not been registered under the
Securities Act of 1933, as amended (“Act”), nor under the securities laws
of any state and, therefore, cannot be resold unless the resale of the
Common Stock is registered under the Act or unless an exemption from
registration is available. The Consultant may not sell the
Common Stock without registering them under the Act and any applicable
state securities laws unless exemptions from such registration
requirements are available with respect to any such
sale;
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b)
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The
Consultant is acquiring the Common Stock for his, her or its own account
for long-term investment and not with a view toward resale,
fractionalization or division, or distribution thereof, and it does not
presently have any reason to anticipate any change in its circumstances,
financial or otherwise, or particular occasion or event which would necessitate
or require the sale or distribution of the Common Stock. The
Consultant confirms and represents that it is able (i) to bear the
economic risk of its investment, (ii) to hold the Common Stock for an
indefinite period of time, and (iii) to afford a complete loss of its
investment. The Consultant also represents that it has (i)
adequate means of providing for its current needs and possible personal
contingencies, and (ii) has no need for liquidity in this particular
investment.
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c)
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The
Consultant acknowledges that he, she, or it is an “Accredited Investor” as
defined in Rule 501 of Regulation D of the Act as adopted by the
Securities and Exchange Commission; and/or that the Consultant is not a
“U.S. Person” and the issuance of the Common Stock and the transactions
evidenced by this Agreement is exemption from registration pursuant to
Regulation S of the Act; and/or that the Consultant is aware of the
business operations and financial condition of Texhoma including the risks
associated therewith and has access to and has reviewed similar
information regarding Texhoma as would be included in a registration
statement, and as such; the issuance of the Common Stock is exempt from
registration under the Act.
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4. Term.
This
Agreement shall have a one year term, and shall be renewable upon the expiration
of such term by the mutual consent of the Parties. This Agreement may
be terminated by either party with thirty (30) days written notice to the
non-terminating Party.
5. 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.
IN WITNESS WHEREOF, the
parties have duly executed this Agreement effective as of the day and year first
above written.
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Texhoma Energy,
Inc.
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“Consultant”
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A
Nevada Corporation
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/s/ Xxx Xxxxx
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/s/
Xxxxxxxx
Xxxxx
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Xxx
Xxxxx
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Xxxxxxxx
Xxxxx
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President
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Date:
09/08/08
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Date:
09/29/08
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