STOCK ACQUISITION
AGREEMENT
THIS STOCK
ACQUISITION AGREEMENT (this “Agreement”) is made and
entered effective the 18 th day of May, 2009 (the “Effective
Date”), by EGPI FIRECREEK, INC., a Nevada corporation
(“Assignor”), and FIRECREEK GLOBAL, INC., a Delaware
corporation (“Assignee”);
A. Assignor
is the record owner and holder of all of the issued and outstanding
shares of the capital stock (the “Stock”) of Firecreek
Petroleum, Inc., a Delaware corporation (the
“Corporation”).
B. Assignee
desires to acquire from Assignor, and Assignor desires to assign to
Assignee, all of issued and outstanding shares of the Stock,
subject to the terms and conditions hereinafter set
forth;
In
consideration of the respective covenants and agreements in this
Agreement, Assignor and Assignee agree as follows:
1.
Acquisition . Subject to the terms and conditions herein set
forth, Assignor shall, at Closing (hereinafter defined) assign and
transfer to Assignee all of the issued and outstanding shares of
the Stock using the form of stock assignment (“Stock
Assignment”) attached as Exhibit “A” hereto,
and deliver to Assignee all of the stock certificates representing
such shares in the manner provided in the Stock
Assignment.
2.
Consideration . The consideration to be paid by Assignee for
the Stock shall be the sum of Ten and No/100 Dollars
($10.00).
3.
Delivery Matters . Assignor shall immediately deliver to
Assignee, at the expense of Assignor, copies of tax returns and
corporate documents relating to the financial status and operations
of the Corporation since May, 2005.
4.
Due Diligence Period . Assignee shall have until Closing to
review and approve the documents delivered pursuant to Paragraph 3.
If Assignee does not approve the same in writing before Closing,
this Agreement shall automatically terminate and neither party
shall have further obligation to the other party
hereunder.
(a)
Closing . Subject to Assignee’s approval of its due
diligence review of Corporation matters during the Due Diligence
Period, closing of the transactions contemplated by this Agreement
(“Closing”) shall occur in a manner to be agreed upon
by the parties and be effective as of May 18, 2009 based upon formal confirmation and acceptance of all
items herein this Agreement, by a formal Closing Notification
Letter, which upon execution thereof by the parties hereto shall be
attached and made a part of this Agreement on Exhibit
“C”. .
(b)
Assignment and Stock Certificates . Assignor will deliver to
Assignee at Closing the attached form of Stock Assignment, and
stock certificates representing all of the issued and outstanding
shares of the Stock, duly endorsed for transfer as provided in the
Stock Assignment.
(c)
Right of First Refusal . Assignor and Assignee shall
mutually execute and deliver at Closing the form of right of first
refusal agreement attached as Exhibit “B” hereto,
granting to Assignor the right of first refusal, for a period of
two (2) years after Closing, to participate in certain overseas
projects in which Assignee may have or obtain rights as a
consequence of Assignee’s previous activities in certain
areas of the world.
(d)
Resignations . Assignor will deliver to Assignee at Closing
the resignation of each director and officer of the Corporation, to
be effective as of the effective date of Closing.
(e)
Books, Records and Documents . Assignor will deliver to
Assignee at Closing, or as soon as possible after Closing,
originals of all of the books and records of the Corporation;
provided, however, that as to filings and returns made jointly with
Assignor copies thereof may be delivered by Assignor if such copies
are certified by the Chief Executive Officer of Assignor to be
true, correct and complete copies thereof, and provided, further,
that Assignee shall have the right after for a period of four (4)
years after the Closing date, upon reasonable notice given to
Assignor, to obtain access to and make copies of the originals of
all such filings and returns.
(f)
Accounting System . Assignor will deliver to Assignee
promptly after Closing the Quickbooks Pro data base for the
accounting system of the Corporation.
(g)
Changes after Effective Date . Between the Effective Date
and Closing, Assignor will promptly advise Assignee in writing of
any fact which, if existing or known as of the Effective Date,
would have been required to be set forth herein or disclosed
pursuant to this Agreement, or which would represent a material
fact the disclosure of which would be relevant to
Assignee.
6.
Representations and Warranties of Assignor . Assignor hereby
warrants and represents as follows, which warranties and
representations shall be effective as of the Effective Date and as
of the Closing date:
(a)
Organization and Standing . The Corporation is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Delaware, qualified to do business in the
States of Texas and Wyoming, and having full corporate power and
authority to carry on its business as it is now being
conducted.
(b)
Capitalization . The Corporation is authorized to issue
100,000 shares of $0.005 par value common stock, and 50,000 shares
of $0.005 par value preferred stock. The Corporation issued to
Assignor 100,000 shares of $0.005 par value common stock and 25,669
shares of $0.005 par value preferred stock (the preferred stock has
been cancelled and returned to treasury), and no other shares of
any of the Stock.
(c)
Restrictions on Stock . There are no restrictions on any
shares of the Stock. Neither the Corporation nor Assignor is a
party to any agreement creating rights in any third person relating
to the Stock.
(d)
Ownership of Stock . Assignor is the lawful owner of all of
the issued and outstanding shares of the Stock, free and clear of
any security interests, liens, encumbrances, equities and other
charges.
(e)
Warrants, Options, Agreements . There are no existing
warrants, options, stock purchase agreements, redemption
agreements, calls or rights to subscribe of any character relating
to the Stock, nor are there any securities convertible into shares
of the Stock.
(f)
Subsidiaries . The Corporation has no
subsidiaries.
(g)
Properties and Assets . The Corporation has no properties or
assets.
(h)
Authority Relative to this Agreement . Assignor has full
power and authority to execute this Agreement and perform the
transactions contemplated hereby. The execution, delivery and
performa
