EXHIBIT
99.3
VOTING
AGREEMENT
THIS
VOTING AGREEMENT (this "Agreement" ) is made and entered
into to be effective as of the 1st day of August, 2004, by and
among EGPI\FIRECREEK, INC., a Nevada corporation (the
"Company" ), and the holders of stock of the Company and/or
options to purchase stock of the Company signing this Agreement
(each of them a "Holder" ). The Company and each Holder is
sometimes referred to individually herein as a "Party" and
any two or more of them are sometimes referred to herein as
"Parties."
R
E C I T A L S
WHEREAS, the
Company has acquired all of the stock of Firecreek Petroleum, Inc.,
a Delaware corporation ( "Firecreek" ) pursuant to that
certain Agreement for the Exchange of Common Stock (the
"Acquisition Agreement"), dated as of the 29th day of June, 2004,
by and between the Company and Firecreek; and
WHEREAS, by
resolutions (the "Adopting Resolutions" ) adopted August 1,
2004, the Board of Directors of the Company authorized adopted the
matters set forth herein and authorized Dennis R. Alexander, CFO
and Chairman of the Board of Directors of the Company, Gregg
Fryett, CEO and Director of the Company, John R. Taylor, President
and Director of the Company, and William Merritt, Executive Vice
President and Director of the Company (the same being herein
referred to as the "Authorized Officers" ), respectively, to
deliver, prepare, and complete all items and requisite things
necessary and required in order to effectively complete all
authorized actions listed in the Adopting Resolutions and/or
pertaining to the matters covered by the Acquisition Agreement,
including the entering into of a voting agreement binding the
Company to the matters and agreements covered by the Adopting
Resolutions and the Acquisition Agreement.
A
G R E E M E N T
NOW,
THEREFORE, in consideration of above-stated Recitals, and to
implement the terms and provisions of the Acquisition Agreement and
the Adopting Resolutions of the Board of Directors of the Company,
the Parties agree as follows:
1.
Shares
Bound . The Holders
hereby bind themselves, their heirs, administrators, executors,
successors and assigns, and all shares of stock in the Company with
voting rights of any nature that they now own or control, or
hereafter acquire or control by any means, including without
limitation, by option, warrant, gift, grant, purchase or any other
means whatsoever, whether such stock is common stock or preferred
stock (in any case, "Shares" ), to be bound by the terms of
this Agreement. All Holders agree that they will exercise all
voting rights possessed or controlled by them in any and all such
Shares, and do any and all lawful things necessary, to accomplish
the matters set forth in this Agreement, including, without
limitation, the execution of any written consents required to
effectuate the obligations of this Agreement. In the event of any
assignment or transfer of any Shares subject hereto in accordance
with applicable restrictions and requirements imposed by law, the
Articles of Incorporation of the Company, the Bylaws of the
Company, and/or any agreement or contract applicable to the Company
and/or the transferor Holder, such assignment or transfer shall not
be effective unless and until the assignee/transferee shall have
executed and delivered to the Company the form of Adoption
Agreement attached as Exhibit "A" hereto.
1
2.
Company
Bound . Pursuant to the
Adopting Resolutions, the Company shall be bound by the obligations
stated herein and shall use its best efforts to ensure that the
rights and obligations granted under this Agreement are effective
and that the Parties enjoy the benefits of this Agreement. The
Company will not, by any voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all of the provisions of this
Agreement and in the taking of all such actions as may be
necessary, appropriate or reasonably requested by the Holders in
order to protect the rights of the Holders against
impairment.
3.
Irrevocable
Proxy . Each Holder
hereby designates Dennis Alexander, Chairman of the Board of
Directors of the Company, and any person succeeding to such office,
as proxy for such Holder (herein referred to as the "Proxy
Holder" ), to vote in accordance with this Agreement all voting
rights of all Shares now or hereafter held or controlled by such
Holder, but only as such voting rights pertain to the obligations
and agreements made herein. In the absence of, or in the event of
the inability or incapacity of, or in the event of the refusal to
act by, such Proxy Holder, each Holder hereby designates John R.
Taylor, President of the Company, and any person succeeding to such
office, as such Proxy Holder. The proxy hereby granted and
established shall be irrevocable and all Parties agree that such
proxy is coupled with an interest sufficient in law to support an
irrevocable power in accordance with subsection 5 of Section 78.355
of the Nevada Revised Statutes ( "NRS" ) [interest
sufficient in law to support an irrevocable power includes being a
party to a voting agreement created pursuant to subsection 3 of NRS
78.365] . The Parties agree that each certificate representing
Shares subject to this Agreement, and each information sheet for
Shares without certificates, shall bear a legend conspicuously
stated in boldface, font size 10 or larger, substantially as
follows:
THE
SHARES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF A VOTING
AGREEMENT (A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE FROM THE
COMPANY), PURSUANT TO WHICH AN IRREVOCABLE PROXY HAS BEEN GRANTED
TO VOTE THE VOTING RIGHTS OF THE SHARES EVIDENCED HEREBY ON CERTAIN
MATTERS AS STATED IN SUCH VOTING AGREEMENT. BY ACCEPTING ANY
INTEREST IN SUCH SHARES, THE PERSON ACCEPTING SUCH INTEREST SHALL
BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL OF THE
PROVISIONS OF SUCH VOTING AGREEMENT, INCLUDING, WITHOUT LIMITATION,
SUCH IRREVOCABLE PROXY.
In the
event of the termination of this Agreement, the Shares subject to
this Agreement shall be free of the restrictions imposed by this
Agreement and each Holder shall surrender to the Company the
certificates or other evidence of ownership of such Holder's
Shares, and the Company shall issue to each Holder, in lieu
thereof, new certificates or similar evidence of ownership for an
equal number of Shares without the restrictive legend set forth
above.
4.
Board of
Directors . During the term
of this Agreement, the Board of Directors shall consist of nine
Directors, who shall be:
Dennis
Alexander
Chairman of the
Board
(EPI
Side)
Gregg
Fryett
Director
(EPI
Side)
Peter
Fryett,
Director
(EPI
Side)
Charles
Alliban
Director
(EPI
Side)
John
R. Taylor
Director
(Firecreek
Side)
George
B. Faulder
Director
(Firecreek
Side)
William E.
Merritt
Director
(Firecreek
Side)
Dr.
Hawamdah Mousa
Director
(Firecreek
Side)
Mike
Norman
Director
2
If any
such named person cannot serve as a Director (for any reason other
than death or mental incapacity), that person may designate a
person to serve as Director in place of such person. In the event
of the death or mental incapacity of any EPI Side Director, the
remaining EPI Side Directors may name the replacement. In the event
of the death or mental incapacity of any Firecreek Side Director,
the remaining Firecreek Side Directors shall designate the
replacement. In the event of the death or mental incapacity of a
Director who is not identified above as an EPI Side Director or a
Firecreek Side Director, the replacement Director shall be
designated by the unanimous consent of the EPI Side and Firecreek
Side Directors. The Parties agree that the same persons identified
above, and on the same terms and conditions as stated above, shall
be the Directors of Firecreek.
5.
Executive
Committee . The Company
shall establish and maintain the "Executive Committee" described in
Section 17.1 of the Bylaws of the Company, and the following
persons shall constitute the members of the Executive Committee
during the term of this Agreement:
Dennis
Alexander
Chairman,
Member
Gregg
Fryett
Member
John
R. Taylor
Member
If any
such named person cannot serve as a member of the Executive
Committee, the replacement for such member shall be designated by
majority vote of the Board of Directors.
6.
Advisory
Board . During the term
of this Agreement, there shall be established and maintained an
advisory board to the Board of Directors (referred to as the
"Advisory Board" ), which shall have such functions and
duties as may be assigned by the Board of Directors from time to
time and which shall advise the Board of Directors on various
matters as requested by the Board of Directors. The Chairman of the
Advisory Board shall be J. Michael Hester, unless and until such
time as he may resign or is replaced by the Board of Directors. The
Board of Directors may, by majority consent, remove any person from
the Advisory Board, and replace members thereof, or appoint other
persons thereto, as the Board of Directors may from time to time
determine. The Board of Directors may pay such compensation to
members of the Advisory Board as it shall determine.
7.
Officers
.
During the term of this Agreement, the following persons shall
serve as Officers of the Company, holding the offices stated below,
respectively, to-wit:
Dennis
Alexander
Chairman
(EPI
Side)
Chief
Financial Officer
Gregg
Fryett
Chief
Executive Officer
(EPI
Side)
John
R. Taylor
President
(Firecreek
Side)
William E.
Merritt
Executive Vice
President
(Firecreek
Side)
General
Counsel
Charles
Alliban
Treasurer
(EPI
Side)
Melvena
Alexander
Secretary
(EPI
Side)
Comptroller
George
B. Faulder
Vice
President
(Firecreek
Side)
Peter
Fryett
Vice
President
(EPI
Side)
Assistant
Secretary
Dr.
Hawamdah Mousa
Vice
President-
(Firecreek
Side)
Libyan
Operations
Libyan
Branch Office Manager
3
If any
such named person cannot serve in the named Officer capacity (for
any reason other than death or mental incapacity), and such person
is an EPI Side Officer, the EPI Side Directors may designate a
person to serve as such Officer. If any such named person cannot
serve in the named Officer capacity (for any reason other than
death or mental i
