COOPERATION AGREEMENT AND MUTUAL RELEASE
Exhibit
10.32
COOPERATION
AGREEMENT AND
MUTUAL
RELEASE
This
Cooperation Agreement and Mutual
Release (this “Agreement” or “Mutual Release”) entered into on October 30, 2007,
to be effective when executed, is by and between Texhoma Energy, Inc., a Nevada
Corporation, which has an address of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ and its wholly owned Delaware subsidiary, Texaurus Energy, Inc.
(collectively “Texhoma”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual (”▇▇▇▇▇▇▇▇”), each
individual referred to as a “Party” and collectively referred to as the
“Parties.”
1. Facts.
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1.1
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▇▇▇▇▇▇▇▇
was previously engaged as a consultant to Texhoma from about May
2006 to
about March 2007 (the “Service
Period”).
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1.2
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On
June 1, 2006, ▇▇▇▇▇▇▇▇ was granted an aggregate of 1,000,000 Non-qualified
Stock Options at an exercise price of $0.13 per share, which were
to vest
to ▇▇▇▇▇▇▇▇ at the rate of 250,000 shares every three months (the
“Options”).
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1.3
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▇▇▇▇▇▇▇▇
claims that he is owed compensation from Texhoma in back consulting
fees
and related expenses (the “Consulting
Fees”).
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2. Settlement.
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2.1
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▇▇▇▇▇▇▇▇
agrees that in consideration for Texhoma agreeing to the terms and
conditions of Section 3.2 below; ▇▇▇▇▇▇▇▇ agrees to the terms and
conditions of Section 3.1 below (the “Texhoma
Consideration”).
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2.2
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Texhoma
agrees that in consideration for ▇▇▇▇▇▇▇▇ agreeing to the terms and
consideration of Section 3.1 below,; Texhoma agrees to the terms
and
conditions of Section 3.2 below (the “▇▇▇▇▇▇▇▇
Consideration”).
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2.3
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▇▇▇▇▇▇▇▇
agrees that he will receive valid consideration from the Texhoma
Consideration.
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2.4
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Texhoma
agrees that it will receive valid consideration from the ▇▇▇▇▇▇▇▇
Consideration.
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3. Release.
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3.1
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In
consideration of the agreements and covenants set forth herein above
and
below, the sufficiency of which is hereby acknowledged and confessed,
▇▇▇▇▇▇▇▇, for himself, his agents, servants, attorneys, employees,
successors and assigns, to the extent legally allowed, hereby
covenants and agrees as
follows:
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3.1.1
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That
▇▇▇▇▇▇▇▇ hereby releases, acquits and forever discharges Texhoma,
its
current and former agents, officers, directors, servants, attorneys,
representatives, successors, employees and assigns (the “Texhoma Parties”)
from any and all rights, obligations, claims, demands and causes
of
action, whether in contract, tort, under state and/or federal law,
or
state and/or federal securities regulations, whether asserted or
unasserted, whether known or unknown, suspected or unsuspected, arising
from or relating to the Service Period, Texhoma and/or the Texhoma
Parties
in general, for or by reason of any matter, cause or thing whatsoever,
including all obligations arising therefrom, and omissions and/or
conduct
of Texhoma or the Texhoma Parties, and/or Texhoma’s former or current
agents, attorneys, servants, representatives, successors, employees,
directors, officers and assigns, relating directly or indirectly
thereto
other than as provided in 3.1.2.
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3.1.2
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That
▇▇▇▇▇▇▇▇ hereby assigns the rights to any and all claims, demands
and
causes of action, whether in contract, tort, under state and/or federal
law, or state and/or federal securities regulations, whether asserted
or
unasserted, whether known or unknown, suspected or unsuspected, arising
from or relating to any former officers or Directors of Texhoma,
or any
predecessor company, to Texhoma (the “Assigned
Claims”).
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3.1.3
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▇▇▇▇▇▇▇▇
agrees to cooperate with Texhoma, to advise Texhoma and to respond
truthfully and to the best of his knowledge and ability to any and
all
questions and reasonable tasks requested of ▇▇▇▇▇▇▇▇ by Texhoma until
sixty (60) days from the date this Agreement is executed (the “Cooperation
Deadline”); provided however that, ▇▇▇▇▇▇▇▇ further agrees to cooperate
fully and to the best of his ability in connection with all reasonable
requests from Texhoma following the Cooperation Deadline in connection
with and pursuant to the litigation of, resolution of and/or arbitration
of any of the Assigned Claims.
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3.1.4
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▇▇▇▇▇▇▇▇
agrees that any and all of the Options which he vested have previously
expired unexercised and that he is relinquishing all rights to the
Options
in connection with his entry into this
Agreement.
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3.1.5
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▇▇▇▇▇▇▇▇
agrees that Texhoma shall owe him no rights to contribution and/or
indemnification in connection with his service to Texhoma as a Consultant
following the Parties entry into this Agreement, for any matters,
claims,
whatsoever, in connection with any cause of action, lawsuit, or complaint
of any kind brought by any current or former shareholder of Texhoma,
and/or current or former officer or Director of
Texhoma.
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3.1.6
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▇▇▇▇▇▇▇▇
agrees that other than the ▇▇▇▇▇▇▇▇ Consideration (defined below)
to be
paid to ▇▇▇▇▇▇▇▇ in connection with his entry into this Agreement
and
agreeing
to the terms of this Agreement, Texhoma shall not owe him any other
Consulting Fees, reimbursements, fees, payments or consideration
of any
kind whatsoever subsequent to the Parties entry into this Agreement,
and
that ▇▇▇▇▇▇▇▇’▇ claim for Consulting Fees shall be satisfied in
full.
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3.2 In
consideration of the agreements and covenants set forth herein above and below,
the sufficiency of which is hereby acknowledged and confessed, Texhoma, hereby
covenants and agrees that in connection with the Parties entry into this
Agreement and in consideration for ▇▇▇▇▇▇▇▇ agreeing to the terms and conditions
of this Agreement and in full release and satisfaction of any and all Consulting
Fees owed to ▇▇▇▇▇▇▇▇, Texhoma agrees to:
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(a)
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Pay
▇▇▇▇▇▇▇▇ $2,500 within ten (10) business days of the Parties entry
into
this Agreement; and
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(b)
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To
issue ▇▇▇▇▇▇▇▇ 250,000 restricted shares of Texhoma’s common stock in the
name of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, at the following address _________________,
within
ten (10) days of the Parties entry into this Agreement (collectively
with
(a) above, the “▇▇▇▇▇▇▇▇
Consideration”).
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4. Return
of the Texhoma Materials.
▇▇▇▇▇▇▇▇
agrees to return to Texhoma any and all documents, files, agreements, stock
certificates, record books, invoices, or contacts, property, equipment and/or
inventory which relate to Texhoma, Texaurus Energy, Inc. (“Texaurus”), and/or
any agreements and understandings between any former officers or Directors
of
Texhoma and Texaurus, which ▇▇▇▇▇▇▇▇ may hold in his possession and/or control
(collectively the “Texhoma Materials”) within ten (10) business days from the
date hereof and agrees to provide a representation in connection with the
delivery of the Texhoma Materials (or in the event that ▇▇▇▇▇▇▇▇ has no Texhoma
Materials in his possession or control) of the fact that after the delivery
of
the Texhoma Materials to Texhoma, that ▇▇▇▇▇▇▇▇ no longer holds any Texhoma
Materials in his possession and/or is not aware of any Texhoma Materials which
have not been turned over to Texhoma.
5. Miscellaneous.
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5.1
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Termination
of All Previous Agreements. All
previous agreements among the Parties, if any, and any and all related
agreements and obligations are hereby terminated without further
rights,
obligations or liabilities of any Party
thereunder.
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5.2
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No
Other Cause of Action. The
Parties are not aware of any claims not being released herein against
them.
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5.3
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Capacity
and Authorization. The Parties to this Mutual
Release further represent that
they have read it in full before its execution and that they fully
understand the meaning, operation and effect of its terms. Each
individual signing this Mutual Release warrants and represents that
he or
she has the full authority and is duly authorized and empowered to
execute
this Mutual Release on behalf of the Party for which he or she
signs.
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5.4
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Assignments. ▇▇▇▇▇▇▇▇
represents that he has not assigned, in whole or in part, any claims,
demands and/or causes of action against Texhoma to any person or
entity
prior to his execution of this Mutual Release. Texhoma
represents that it is not aware of any assignment, in whole or in
part,
any claim, demand and/or causes of action against ▇▇▇▇▇▇▇▇ to any
person
or entity prior to its execution of this Mutual
Release.
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5.5
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Binding
Effect. This Mutual Release shall be binding on
and inure to the benefit of the Parties and their respective heirs,
successors, assigns, directors, officers, agents, employees and personal
representatives.
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5.6
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Modification. No
modification or amendment of this Mutual Release shall be effective
unless
such modification or amendment shall be in writing and signed by
all
Parties hereto.
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5.7
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No
Admission of Liability. Each Party
acknowledges and agrees that this Mutual Release is a compromise
of
disputed claims and neither this Mutual Release, nor any consideration
provided pursuant to this Mutual Release, shall be taken or construed
to
be an admission or concession by either ▇▇▇▇▇▇▇▇ or Texhoma of any
kind
with respect to any fact, liability, or
fault.
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5.8
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Entire
Agreement. This Mutual Release constitutes the
entire agreement between the Parties pertaining to the subject matter
hereof and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written,
of
the Parties in connection with the subject matter
hereof.
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5.9.
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Interpretation. The
interpretation, construction and performance of this Mutual Release
shall
be governed by the laws of the State of Texas. Whenever used
herein, the singular number shall include the plural, the plural
shall
include the singular and the use of any gender shall be applicable
to all
genders.
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5.10.
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Faxed
Signatures. For purposes of this
Mutual Release a faxed signature shall constitute an original
signature.
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5.11.
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Execution. This
Mutual Release may be executed in several counterparts, each of which
shall be deemed an original, and such counterparts taken together
shall
constitute but one and the same Mutual Release. A photocopy of
this Mutual Release shall be effective as an original for all
purposes.
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IN
WITNESS WHEREOF, intending to be legally bound, the Parties hereto have
executed this Mutual Release as of the date first written above.
Texhoma Energy, Inc.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
▇▇▇▇▇
▇▇▇▇▇▇▇▇:
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇
Dated:
October 30, 2007