|
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
100 Highland Park Village, Dallas, Texas 75205 and its wholly
owned Delaware subsidiary, Texaurus Energy, Inc.
(collectively “Texhoma”) and Lucayan Oil and Gas
Investments, Ltd. (“LOGI”), Max Maxwell
(“Maxwell”), Meredith Maxwell, and A.E. Buzz
Jehle (“Jehle”)(each a “Former Interested
Party” and collectively the “Former Interested
Parties”), collectively referred to as the
“Parties.”
1.
Facts.
|
|
1.1
|
Maxwell
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 “Maxwell Employment”).
|
|
|
1.2
|
Meredith
Maxwell, Maxwell’s daughter, was previously employed by
Texhoma as a
Legal Administrator from approximately September
1, 2006 until May
1, 2007 , 2007 (the “Meredith Maxwell
Employment”).
|
|
|
1.3
|
Jehle
was a consultant to Texhoma from April
1, 2006 until May
1, 2007 as an
Engineer (the “Jehle Employment,” and
collectively with the Maxwell Employment and the Meredith Maxwell
Employment, the “Employment”).
|
|
|
1.4
|
On
June 1, 2006, Maxwell 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 Maxwell at the rate of 500,000 shares every three months
(with the Incentive Stock Options to be granted first) (the
“Maxwell Options”).
|
|
|
1.5
|
LOGI,
which is beneficially owned by Maxwell and Jehle, 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”).
|
|
|
1.6
|
On
June 4, 2007, Texhoma’s Board of Directors appointed William
M. Simmons as Texhoma’s President and Daniel Vesco 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”).
|
1 / 7
Settlement Agreement and Mutual Release
Texhoma Energy, Inc. and
Former Interested Parties
2.
Settlement.
|
|
2.1
|
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”).
|
|
|
2.2
|
Texhoma
agrees that in consideration for (a) LOGI entering into the Voting
Agreement in favor of the New Officers; (b) Maxwell 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) Maxwell personally agreeing to certify the
accuracy of Texhoma’s financials during the period of the
Maxwell Employment; Texhoma agrees to the terms and conditions of
Section 3.2 below (the “Former Interested Parties
Consideration”).
|
|
|
2.3
|
The
Former Interested Parties agree that they will receive valid
consideration from the Texhoma Consideration.
|
|
|
2.4
|
Texhoma
agrees that it will receive valid consideration from the Former
Interested Parties Consideration.
|
3.
Mutual Release.
|
|
3.1
|
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:
|
|
|
3.1.1
|
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.
|
2 / 7
Settlement Agreement and Mutual Release
Texhoma Energy, Inc. and
Former Interested Parties
|
|
3.1.2
|
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.
|
|
|
3.1.3
|
LOGI
agrees to enter into and be bound by the terms of the Voting
Agreement.
|
|
|
3.1.4
|
Maxwell
personally agrees to:
|
|
|
(a)
|
cooperate
in all respects, to the best of his ability, with Texhoma and the
New Officers in connection with:
|
|
|
a.
|
the
audit of Texhoma and/or Texaurus Energy, Inc., a Delaware
corporation and Texhoma’s wholly owned subsidiary
(“Texaurus”);
|
|
|
b.
|
Texhoma’s
required SEC filings and the disclosures therein;
|
|
|
c.
|
Providing
information and analysis regarding Texhoma’s operations,
results of operations, agreements an
|
|
