Exhibit 10.3
Joint Venture Relationship Agreement
Between
Valeska Energy Corp.
And
Texhoma Energy, Inc.
The
purpose of this Agreement is to set forth the terms of a Joint
Venture relationship between Valeska Energy Corp., a Nevada
Corporation (“
Valeska ”),
and Texhoma Energy, Inc., a Nevada Corporation (“
Texhoma ”).
1.
Basic Transaction .
Valeska and Texhoma will jointly form a new Texas limited
partnership (the “
JV ”),
of which Valeska will serve as the initial general partner. Valeska
may (i) cause funds to be invested, (ii) arrange financial and
strategic partnerships and co-investment, and (iii) bring
acquisition opportunities to the JV and assist in asset
disposition. Texhoma will primarily source investment opportunities
to the JV. In all cases, Texhoma shall have the right to veto any
proposed deal that goes into the JV.
2.
Co-Investment Rights .
Valeska will have co-investment rights in deals booked through this
JV.
3.
Affiliate Transactions .
The JV will retain Valeska to provide services to the JV,
including, without limitation, management, technical, and related
services.
4.
Partnership Distributions .
Distributions by the JV will be made in the following order of
priority:
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i.)
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Subject
to the approval of the investor, Valeska and Texhoma will each
be entitled to receive on a pro rata basis from the first cash
distributed to equity owners, an amount equal to 8% percent to
Valeska and 2% to Texhoma (ten percent (10.0%) between them),
of the total cash and assets invested in, or through the JV by
any person or entity;
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ii.)
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Distributions
will then be made to investor in accordance with negotiated
terms; and
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iii.)
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Thereafter,
Valeska and Texhoma will share any remaining distributions 80%
to Valeska and 20% to Texhoma.
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5.
Put Option .
Upon the formation of the JV and continuing until its winding up
and termination or the prior written consent of both parties,
Valeska shall have the
unrestricted right to require Texhoma to purchase its interest in
the JV in exchange for shares in Texhoma at any time and from time
to time.
[The parties will negotiate the manner in which Valeska’s
interest will be valued for exchange purposes, along with any other
procedural requirements to be met in connection with such an
exchange, and will formalize their agreement on the matter in the
JV operating agreement or a separate document ancillary
thereto.] For
purposes of this agreement and in the absence of a superseding
agreement, the exchange valuation shall be deemed to be 30% greater
than the gross acquisition cost of any property acquired by the JV
and the Put shall be exchangeable into common shares at market
price.
6.
Texhoma
will allow Valeska to participate on the same economic terms,
as if
in
the JV, on any business Texhoma conducts that Valeska arranges
funding and/or an acquisition, directly or
indirectly.
CONFIDENTIALITY and NON-CIRCUMVENTION
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A.
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Confidentiality
of Proposed Transactions .
Except as and to the extent required by law, without the prior
written consent of the other party, neither Valeska nor
Texhoma shall, and each shall direct its representatives not
to, directly or indirectly, make any public comment, statement
or communication with respect to, or otherwise disclose or
permit the disclosure of the existence of discussions
regarding, a possible transaction between the parties or any
of the terms, conditions or other aspects of the transaction
propos
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