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Exhibit
10.2
VOTING
AGREEMENT
This VOTING AGREEMENT
("Agreement") is made and entered on July 12, 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.”
W I T N E S S
E T H :
WHEREAS ,
LOGI currently holds 18,174,000 shares of the common stock of
Texhoma (the “Texhoma Common
Stock”);
WHEREAS ,
Texhoma previously appointed William M. Simmons and Daniel
Vesco as Directors of Texhoma (the “Directors”),
which Directors require LOGI to enter into this 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 desire to set forth in writing certain rights and
restrictions, including, without limitation, voting rights
with respect to the Texhoma Common Stock owned by
LOGI.
NOW,
THEREFORE , in consideration of the mutual covenants
contained herein, and for other good and valuable
consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1.
Stock . The
shares of Texhoma Common Stock of Texhoma owned by LOGI and made a
part of this Agreement as set forth on the signature page hereof,
shall be referred to herein as the "Stock".
2.
Voting . Subject to Section 4 below, LOGI
agrees that it will not vote the Shares which it holds for (i.e. in
favor of) the removal of any of the Directors for the Term of this
Agreement. LOGI also agrees that in the event of any
shareholder vote of Texhoma (either by Board Meeting, a Consent to
Action with Meeting, or otherwise) relating to the removal of the
Directors; the re-election of the Directors; and/or the increase in
the number of directors of Texhoma during the Term of this
Agreement, that LOGI will vote its Shares against the removal of
the Directors; for the re-election of such Directors; and/or vote
against the increase in the number of directors of Texhoma, without
the unanimous consent of the Directors, respectively.
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; however
such term shall not apply to 4,000,000 shares of the aggregate of
18,174,000 shares of common stock of Texhoma held by LOGI, and LOGI
shall be able to vote such shares as its desires in its sole
determination without any regard to the terms and conditions of
this Agreement.
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