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Exhibit
10.1
VOTING
AGREEMENT
This VOTING AGREEMENT
("Agreement") is made and entered on June 5, 2007 (the
“Effective Date”) by and between Capersia Pte.
Ltd. ("Capersia"), Lucayan Oil and Gas Investments, Ltd.
(“LOGI”), Frank A. Jacobs (“Jacobs”),
and Valeska Energy, Inc. (“Valeska”), , each
individually a “Party,” and collectively the
“Parties.”
W I T N E S S
E T H :
WHEREAS ,
Capersia currently holds 30,000,000 shares of the common
stock of Texhoma Energy, Inc., a Nevada corporation
(“Texhoma”); LOGI currently holds 18,174,000
shares of the common stock of Texhoma; Jacobs currently holds
7,500,000 shares of the common stock of Texhoma; and Valeska
currently holds (and/or is anticipated to receive within the
next few weeks pursuant to the Management Agreement between
Valeska and Texhoma attached hereto as Exhibit A )
16,200,000 shares of the common stock of Texhoma;
(collectively the “Texhoma Common
Stock”);
WHEREAS ,
Texhoma desires to appoint William M. Simmons and Daniel
Vesco as Directors of Texhoma (the “Directors”),
which Directors require the Parties to enter into this Voting
Agreement concurrently with their agreeing to serve as
Directors of Texhoma;
WHEREAS ,
the Parties desire Mr. Simmons and Mr. Vesco 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 the
Parties.
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 the Parties 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, the
Parties agree that no Party will vote the Shares which they hold
for (i.e. in favor of) the removal of any of the Directors for the
Term of this Agreement. The Parties also agree 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 such Parties will vote their
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.
Page 1
of 4
Voting
Agreement Regarding the Common Stock of
Texhoma
Energy, Inc.
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 the Parties 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
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