Debt Conversion Agreement between Texhoma Energy, Inc. and Lucayan Oil and Gas Investments, Ltd.
Summary
Texhoma Energy, Inc. and Lucayan Oil and Gas Investments, Ltd. have agreed to convert $160,000 of Texhoma's outstanding debt into 4,000,000 shares of newly issued restricted common stock. By accepting these shares, Lucayan Oil and Gas Investments, Ltd. gives up any right to repayment of the converted debt. The shares are restricted and cannot be sold unless registered or exempt under securities laws. The agreement is governed by Texas law and is binding on both parties and their successors.
EX-10.1 2 ex10-1.txt DEBT CONVERSION AGREEMENT WITH LUCAYAN OIL AND GAS INVESTMENTS, LTD. Exhibit 10.1 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the "Agreement") dated April 10, 2006 is by and between, Texhoma Energy, Inc., a Nevada corporation ("Company") and Lucayan Oil and Gas Investment, Ltd. ("LOGI"), a Bahamas corporation (the "Creditor"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company owes $895,000 to the Creditor as of the date of this Agreement (the "Outstanding Debt"); WHEREAS, the Company desires to convert $160,000 of the Outstanding Debt into shares of newly issued restricted common stock of the Company, $0.001 par value per share (the "Common Stock") at a rate of one (1) share of Common Stock for every $0.004 of outstanding debt (the "Conversion Rate"); WHEREAS, the Creditor agrees to convert a portion of the Outstanding Debt into Common Stock at the Conversion Rate; WHEREAS, the Company and the Creditor desire to set forth in writing the terms and conditions of their agreement and understanding concerning conversion of the Outstanding Debt; and NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the parties hereto agree as follows: 1. Consideration. In consideration and in satisfaction of $160,000 of the debt ------------- owed to the Creditor, the Company agrees to convert $160,000 of the Outstanding Debt into an aggregate of 4,000,000 shares of Common Stock to be issued to Creditor in the name and address written below: Name: Lucayan Oil and Gas Investments, Ltd. Address: Ocean Centre, Montagu Foreshore East Bay Street Nassau, Bahamas EIN: N/A 2. Full Satisfaction. Creditor agrees that it is accepting the Common Stock in ----------------- full satisfaction of $160,000 of Outstanding Debt which is being converted into Common Stock and that as such Creditor will no longer have any rights of repayment against the Company as to the $160,000 of the Outstanding Debt, which is being converted into Common Stock pursuant to this Agreement. 3. Mutual Representations, Covenants and Warranties. ---------------------------------------------------- (a) The parties have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The parties have duly and validly executed and delivered this Agreement and will, on or prior to the consummation of the transactions contemplated herein, execute, such other documents as may be required hereunder and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the parties enforceable against each party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general equitable principles. (b) The execution and delivery by the parties of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach or violation of any provision contained in the Articles of Incorporation or Bylaws, or such other document(s) regarding organization and/or management of the parties, if applicable; or (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which either the Company or the Creditor is a party or by which either the Company or the Creditor is bound or affected. 4. Tradability of Shares. The shares of the Common Stock of the Company to be ---------------------- issued to the Creditor have not been registered under the 1933 Act, nor registered under any state securities law, and are "restricted securities" as that term is defined in Rule 144 under the 1933 Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from registration under the 1933 Act. The shares to be issued to the Creditor will bear an appropriate restrictive legend to this effect. 5. Miscellaneous. ------------- (a) Assignment. All of the terms, provisions and conditions of ---------- this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. (b) Applicable Law. This Agreement shall be construed in --------------- accordance with and governed by the laws of the State of Texas, excluding any provision which would require the use of the laws of any other jurisdiction. (c) Entire Agreement, Amendments and Waivers. This Agreement -------------------------------------------- constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party. (d) Section Headings. Section headings are for convenience only ----------------- and shall not define or limit the provisions of this Agreement. (e) 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. TEXHOMA ENERGY, INC. By: /s/ Frank A. Jacobs -------------------------------- Frank A. Jacobs, Chief Executive Officer LUCAYAN OIL AND GAS, LTD. By: /s/ Max Maxwell ---------------------------------- Max Maxwell Director
