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 incapaci
|
