ex10-1.htm

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.”

    


    WITNESSETH:

    


    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 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.

    


    4.           Breach
      of Fiduciary Duties.  In the event that
      either of the Directors breaches his fiduciary duty to Texhoma, including,
      but
      not limited to such Director’s conviction of an act or acts constituting a
      felony or other crime involving moral turpitude, dishonesty, theft or fraud;
      such Director’s gross negligence in connection with his service to Texhoma as a
      Director and/or in any executive capacity which he may hold; and/or if any
      Party
      becomes aware of information which would lead a reasonable person to believe
      that such Director has committed fraud or theft from Texhoma, or a violation
      of
      the Securities laws  (each a “Breach of Fiduciary Duty”), this
      Agreement and the Voting requirement set forth in Section 2 above shall not
      apply, and the Parties may vote the Shares as they see fit.

    


    5.           Reservation
      of Rights.  All other rights and privileges of the Stock
      shall be reserved to and retained by the Parties.

    


    6.           Term.  This
      Agreement shall remain in full force and effect as of the date hereof, until
      June 5, 2009 (the “Term”).

    


    7.           Specific
      Performance.  Each Party hereto acknowledges that a
      remedy at law for any breach or attempted breach of terms and provisions of
      this
      Agreement may be inadequate, and such Parties therefore agree that the
      non-breaching party shall be entitled to specific performance and injunctive
      and
      other equitable relief in the event of any such breach or attempted
      breach.

    


    8.           Successors
      and Assigns.  This Agreement shall be
      binding upon each of the Parties who execute this Agreement below and their
      respective heirs, legal representatives, successors and assigns.  This
      Agreement need not however be executed by each Party hereto to become effective,
      but instead shall be effective for each individual Party who has executed this
      Agreement below, regardless of whether any other Party fails to execute such
      Agreement.

    


    9.           Waiver.  The
      wavier by either party to this Agreement of a breach or violation or any
      provision hereof shall not operate as or be construed to be a waiver of any
      subsequent breach hereof.


    
      
              

                 

          Page
            2 of
            4  

          Voting
            Agreement Regarding the Common Stock
            of      
Texhoma
          Energy,
          Inc.           

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    10.           Governing
      Law.  This Agreement shall be
      interpreted in accordance with the laws of the State of Texas.  In the
      event of a dispute concerning this Agreement, the parties agree that venue
      lies
      in a court of competent jurisdiction in Harris County, Texas.

    


    11.           Headings;
      Gender.  The paragraph headings
      contained in this Agreement are for convenience only, and shall in no manner
      be
      construed as part of this Agreement.  All references in this Agreement
      as to gender shall be interpreted in the applicable gender of the
      parties.

    


    12.           Severability.  In
      the event any one or more of the provisions contained in this Agreement shall
      for any reason be held to be invalid, illegal or unenforceable in any respect,
      such invalidity, illegality or unenforceability shall not affect any other
      provision hereof, and this Agreement shall be construed as if such invalid,
      illegal or unenforceable provision had never been contained herein.

    


    13.           Amendment.  No
      modification, amendment, addition to, or termination of this Agreement, nor
      waiver of any of its provisions, shall be valid or enforceable unless in writing
      and singed by all the parties hereto.

    


    14.           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.

    


    15.           Entire
      Agreement.  This Agreement constitutes the sole and only
      agreement of the parties hereto and supersedes any prior understanding or
      written or oral agreements between the parties respecting the subject matter
      hereof.

    


    


    


    


    


    


    


    


    


    


    


    


    [Remainder
      of page left intentionally blank.  Signature page
      follows.]

    


    



    
      
              

                  
      
      

          
            Page 3
              of 4  

            Voting
              Agreement Regarding the Common Stock
              of      
Texhoma
            Energy,
            Inc.      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement effective
      as of
      the Effective Date set forth above.

    


    


    
      	
              Capersia
                Pte. Ltd.

            	
              30,000,000
                Shares of Common Stock

            
	 	 
	
              /s/
                Richard Wilson

            	 
	
              By:
                Richard Wilson

            	 
	
              Its:
                Director

            	 
	 	 
	 	 
	
              Lucayan
                Oil and Gas Investments, Ltd.

            	
              18,174,000
                Shares of Common Stock

            
	 	 
	 	 
	
              ____________________________

            	 
	
              By:
                Max Maxwell

            	 
	
              Its:
                Director

            	 
	 	 
	 	 
	
              /s/
                Frank Jacobs

            	
              7,500,000
                Shares of Common Stock

            
	
              Frank
                A. Jacobs

            	 
	 	 
	 	 
	
              Valeska
                Energy, Inc.

            	
              16,200,000
                Shares of Common Stock

            
	 	 
	 	 
	
              /s/
                William M. Simmons

            	 
	
              By:
                William M. Simmons

            	 
	
              It:
                President

            	 


    

    


    



    
      
              

                  
      
      

          
            Page 4
              of 4  

            Voting
              Agreement Regarding the Common Stock
              of      
Texhoma
            Energy,
            Inc.