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 ▇▇▇▇ ▇▇▇. 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Chief Executive Officer
LUCAYAN OIL AND GAS, LTD.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
▇▇▇ ▇▇▇▇▇▇▇
Director