FIRST AMENDMENT TO VOTING AGREEMENT
Exhibit
10.3
Page 1 of 3
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of 3
FIRST
AMENDMENT TO
This
FIRST AMENDMENT TO VOTING
AGREEMENT ("Agreement") is made and entered on July 19th,
2007 (the “Effective Date”) by and between Lucayan Oil and Gas Investments, Ltd.
(“LOGI”) and Texhoma Energy, Inc. a Nevada corporation (“Texhoma”), each
individually a “Party,” and collectively the “Parties.”
WITNESSETH:
WHEREAS,
LOGI
currently holds 18,174,000 shares of the common stock of Texhoma (the “Texhoma
Common Stock”);
WHEREAS,
Texhoma
previously appointed Xxxxxxx X. Xxxxxxx and Xxxxxx Xxxxx as Directors of Texhoma
(the “Directors”), which Directors required LOGI to enter into a Voting
Agreement on or around July 12, 2007, to set forth in writing certain rights
and
restrictions, including, without limitation, voting rights with respect to
the
Texhoma Common Stock owned by LOGI, a copy of which is attached hereto as
Exhibit A (the “Voting Agreement”) (and a previous Voting Agreement,
between various other shareholders of Texhoma), in connection with their
agreeing to serve as Directors of Texhoma; and
WHEREAS,
the Parties now desire to amend the Voting Agreement to remove the previous
language in Section 3 of the Voting Agreement, which excluded a total of
4,000,000 shares held by LOGI from the terms and provisions of the Voting
Agreement.
NOW,
THEREFORE, for
$10, and for other good and valuable consideration, the receipt of which is
hereby acknowledged by LOGI, the Parties hereto agree as follows:
1. Amendment
to Voting Agreement. Section 3 of the
Voting Agreement shall be amended and replaced in its entirety with the
following Section 3, and any reference in the Voting Agreement to Section 3
of
the subject matter therein shall hereafter refer to the amended Section 3 set
forth below (collectively the “Amendment”):
“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 LOGI 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.”
Page 1 of 3
First
Amendment to Voting Agreement
with
LOGI
Regarding the Common Stock of
Texhoma
Energy,
Inc.
2. Successors
and Assigns. This Agreement shall be
binding upon LOGI and its respective heirs, legal representatives, successors
and assigns.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.]
First
Amendment to Voting Agreement
with
LOGI
Regarding the Common Stock of
Texhoma
Energy, Inc.
IN
WITNESS WHEREOF, the parties hereto
have executed this Agreement effective as of the Effective Date set forth
above.
Lucayan
Oil and Gas Investments, Ltd.
/s/
Xxx Xxxxxxx
By:
Xxx
Xxxxxxx
Its:
Director
Texhoma
Energy, Inc.
/s/
Xxxxxxx X. Xxxxxxx
By:
Xxxxxxx X. Xxxxxxx
It:
President
Page 3
of 3
First
Amendment to Voting Agreement
with
LOGI
Regarding the Common Stock of
Texhoma
Energy,
Inc.
