ADVISORY SERVICE AGREEMENT
THIS ADVISORY SERVICE AGREEMENT
(the “Agreement”) is made this 1st day of February 2009 by and
between EGPI Firecreek, Inc (the “Company”) and Xxxxxx X. Xxxxxxx
III, 0000 Xxxx Xxxx Xxxxx Xxxxx Xxxxx, XX. 00000, (the
“Advisor”).
WHEREAS, Advisor and Advisor’s
personnel and contacts have experience in advising corporate management,
strategic planning, corporate development and forecasting, marketing,
structuring investor relations programs, contract negotiations and performing
general administrative duties for publicly-held companies and developing state
investment ventures.
NOW THEREFORE, in
consideration of the mutual promises and conditions set forth herein and for
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties agree as follows:
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1.
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Engagement. The
Company hereby engages Advisor as of the date hereof and continuing until
the termination as provided herein to provide or assist the Company with
the following:
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Design
and arrange public and investor relations campaigns and agreements for the
company
Distribute
company news and relevant information to market makers, financial media outlets,
selected internet stock pages/threads and the OTC analyst community
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Create
advertisements for financial periodicals to enhance market awareness
programs
Write,
edit and proof any and all correspondence on behalf of the Company
Distribute
and disseminate all public material’s to potential investors and
shareholders
Present
client to various media and periodical sources, when Appropriate, as well as,
interact with national and regional media outlets including appropriate trade
journals
Create a
Corporate Overview/Due Diligence package for dissemination to potential
investors, shareholders and clients
Create
and develop a broker/lead campaign
Assist in
the development of a public marketing strategy
Write,
edit and proof all press releases as appropriate and in concert with client
milestones, material and newsworthy events
Consult
with the company on general business and financial issue’s
Perform
due diligence presentations to market makers at the company’s
request
If
necessary, negotiate or assist in the negotiation of source, distribution and
marketing agreements with third party sources
Introduce
company to various principles of retail Investment Banking houses located in the
United States.
Network
to European investors through private high risk astute investors, investor clubs
and organizations, feeder threads to various message boards and investor chat
rooms in Canada, England, Germany, Italy and Ireland.
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Advisor
will take responsibility for guaranteeing a 24 hr. turnaround time in response
to any and all information that needs to be communicated via emails and/or
verbal responses to question’s as related to general question’s, corporate
information or press releases. Further Advisor shall give any ongoing consulting
support deemed necessary by client; (collectively the “Services”).
2. Term. Unless
sooner terminated in accordance with the termination provisions set forth in
this Agreement, the term of this Agreement shall be for an initial term of (12)
twelve
months commencing on the date hereof (the “Initial Term”), and shall be
automatically renewed for an additional term of (12) twelve months in
perpetuity, unless at least (30) thirty days prior to the end of the Initial
Term either party shall advise the other of its desire to terminate this
Agreement (the “Additional Term”).
3. Time and
Effort of Advisor Services. Advisor shall allocate such time
and assign such of Advisor’s personnel as it deems necessary to complete the
Services to be provided under this Agreement.
The Company agrees to provide any and
all information and or documents reasonably requested by Advisor and/or
Advisor’s personnel to assist in the performance of the Services required
hereunder.
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4. Limitation
of Advisors Liability. In the absence of
willful malfeasance, bad faith,
negligence, or reckless disregard for the obligations and duties hereunder by
Advisor, neither Advisor nor Advisor’s personnel shall be liable to the Company
or any of its subsidiaries, officers, directors or shareholders for any act or
omission in the course of or connected with rendering the Services, including,
but not limited to, losses that may be sustained in any corporate act in any
subsequent business opportunity undertaken by the Company as a result of advice
provided by Advisor or Advisor’s personnel.
5. Advisory
Services Compensation. The Company shall pay to Advisor as
compensation for the services under this Agreement during the Initial Term by
way of delivery $7,500 (Seven Thousand Five Hundred Dollars) for a one time
expense for set up cost’s, travel and first month’s retainer and $5,000 (Five
Thousand Dollars) per month, due every 30 days for the remaining eleven months
of the contract. Additionally, upon execution of this Agreement, 340,000
restricted shares, or an amount of restricted shares not to exceed 4.99% of the
Company’s outstanding stock, whichever is greater, shall be issued to the
advisor as well as a Warrrant for the exercise all or part of up to 500,000
shares underlying said Warrant (see Exhibit A attached
hereto). Shares underlying the Warrant shall be subject to unlimited
piggy back registration rights and upon availability of an exemption or
effectiveness of registration statement convert a portion or all of the shares
underlying the Warrant thereto (such shares being covered by exemption or
effectiveness of registration statement, as then applicable,) into free trading
shares of EGPI Firecreek common stock.
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The
exercise price for shares underlying the Warrant shall be set at $1.00 (One
Dollar) per share. The Warrant and right to exercise the underlying shares
thereto shall be deemed fully earned as of the date of the signing of this
agreement.
6. Capital
Raise Compensation. The Advisor shall
be compensated a flat rate 10% (Ten Percent) finder’s fee relating to any and
all fundings that take place through any one of the Advisors contacts or any
relating third party contacts that were initiated by the Advisor or his parties.
Advisor may also elect to subcontract the services of other parties in relation
to a capital raise for the company. In this event, the Advisor shall bear any
and all costs and fees associated with the funding and allocate it out to the
third parties from the compensation fees paid to him by the
Company.
7. Costs and
Expenses. All third party costs and out-of-pocket expenses
incurred by Advisor in excess of $500.00 shall be reimbursed to Advisor within
thirty (30) days of presentation
of invoice to the Company. Additionally, all expenses shall be pre approved by
the Company in advance to any monies being spent for reimbursement.
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8. Place of
Services. The Services to be provided hereinunder shall be
performed in such place as Advisor, in its sole discretion, deems is the best
location for such Services and may include, but not be limited to the Advisor’s
offices, the Company’s offices or other locations as required for the
particular service to be performed.
9. Independent
Contractor. Advisor and Advisor’s personnel will act as
Independent
Contractors in the performance of the Services under this Agreement.
Accordingly, Advisor will be responsible for payment of all federal, state, and
local taxes on compensation paid under this Agreement, including income and
social security taxes, unemployment insurance, and any other taxes due relative
to Advisor’s personnel, and any and all business license fees as may be
required. This Agreement neither expressly creates nor implies a
relationship of principal and agent, or employer and employee , between Advisor
and Advisor’s personnel and the Company.
Neither Advisor nor Advisor’s personnel
are authorized to enter into any agreements on behalf of the
Company. The Company expressly retains the right to approve, in its
sole discretion, each opportunity introduced by Advisor, and to make all final
decisions with respect to whether or not to accept or reject any business
opportunity suggested or introduced by Advisor or Advisor’s
personnel.
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10. Rejected
Asset Opportunity or Business Opportunity. If, during the
Initial Term of this Agreement or the Additional Term, the Company elects not to
proceed to acquire, participate or invest in any business opportunity identified
and/or selected by Advisor or Advisor’s personnel, notwithstanding the time and
expense the Company may have incurred reviewing such transaction, such business
opportunity shall revert back to and become proprietary to Advisor, and Advisor
shall be entitled to acquire or broker the sale or investment in such rejected
business opportunity for its own account, or submit such assets or business
opportunity elsewhere. In such event, Advisor shall be entitled to
any and all profits or fees resulting from Advisor’s purchase, referral or
placement of any such rejected business opportunity, or the Company’s subsequent
purchase or financing with such business opportunity in circumvention of
Advisor.
11. No Agency
Express or Implied. This Agreement neither expressly creates
nor implies a relationship of principal and agent, or employer and employee,
between Advisor and Advisor’s personnel and the Company.
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12. Termination. The
Company and Advisor may terminate this Agreement at any time with mutual consent
and either party name give notice of termination thirty (30) days prior to the
Additional Term. Failing such mutual consent, without prejudice to
any other remedy to which the terminating party may be entitled, if any, either
party may terminate this Agreement with thirty (30) days written notice under
the following conditions:
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(A)
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By
the Company.
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(1)
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If
during the Initial Term of this Agreement or the Additional Term, Advisor
is unable to provide the Services as set forth herein for thirty (30)
consecutive business days because of illness, or other incapacity of
Advisor’s personnel; or,
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(2)
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If
Advisor willfully breaches or neglects the duties required to be performed
hereunder.
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(B)
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By
Advisor.
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(1)
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If
the Company breaches this Agreement or fails to make payments or provide
information and documents required hereunder;
or,
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(2)
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If
the Company ceases business or sells a controlling interest to a third
party, or agrees to a consolidation or merger of itself with or into
another corporation, or enters into such a transaction outside of
the scope of this Agreement, or sells substantially all of its
assets to another
corporation, entity or individual outside the scope of this Agreement;
or,
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(3)
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If
the Company subsequent to the execution hereof has a Receiver appointed
for its business or assets, or otherwise becomes insolvent or unable to
timely satisfy its obligations in the ordinary course of its business;
or
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(4)
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If
the Company subsequent to the execution hereof institutes, makes a general
assignment for the benefit of creditors, has instituted against it any
bankruptcy proceeding for reorganization or rearrangement of its financial
affairs, files a petition in a court of bankruptcy, or is adjudicated a
bankrupt; or
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(5)
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If
any of the disclosures made herein or subsequent hereto by the Company to
Advisor are determined to be materially false or
misleading.
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In the
event either party elects to terminate for cause or this Agreement is terminated
prior to the expiration of the Initial Term or if this Agreement is terminated
by mutual written agreement, the Company shall be responsible to pay Advisor for
unreimbursed expenses due hereunder.
13. Indemnification. Subject
to the provisions herein, the Company and Advisor agree to indemnify, defend and
hold each other harmless from and against al demands, claims, actions, losses,
damages, liabilities, costs and expenses, including without limitation,
interest, penalties and attorney’s fees and expenses asserted against or imposed
or incurred by either party by reason of or resulting from any action or a
breach of any representation, warranty, covenant, condition, or agreement of the
other party to this Agreement.
14. Remedies. Any
and all remedies available hereunder shall be cumulative and nonexclusive and
shall be in addition to any other remedy to which the parties may be
entitled.
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15. Miscellaneous.
(A) Subsequent Events.
Advisor and the Company each agree to notify the other party if, subsequent to
the date of this Agreement, either party incurs obligations that could
compromise its efforts and obligations under this Agreement.
(B) Amendment. This
Agreement may be amended or modified at any time and in any manner only by an
instrument in writing executed by both parties hereto.
(C) Further Actions and
Assurances. At any time and from time to time, each party
agrees, at its or their expense, to take actions and to execute and deliver
documents as may be reasonably necessary to effectuate the purpose of this
Agreement.
(D) Waiver. Any
failure of any party to this Agreement to comply with any of its obligations,
agreements, or conditions hereunder may be waived in writing by the party to
whom such compliance is owed. The failure of any party to this
Agreement to enforce at any time of the provision of this Agreement shall in no
way be construed to be a waiver of any such provision or a waiver of the right
of such party thereafter to enforce each and every such provision. No
waiver of any breach of or noncompliance with this Agreement shall be held to be
a waiver of any other or subsequent breach or noncompliance.
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(E)
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Assignment. Neither
this Agreement nor any right created by it shall be assignable by either
party without the prior written consent of both
parties.
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(F)
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Notices. Any
notice or other communication required or permitted by this Agreement must
be in writing and shall be deemed to be properly given when delivered in
person to an officer of the other party, when deposited in the United
States mail for transmittal be certified or registered mail, postage
prepaid, or when deposited with a recognized courier service for
transmittal, or when sent by facsimile transmission and such transmission
is evidenced by log as satisfactorily transmitted, and in each case
provided that the communication is
addressed:
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(1)
In the case of the Advisor:
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Xxxxxx
X. Xxxxxxx III
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Infinity
Consulting Group, Inc
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0000
Xxxx Xxxx Xxxxx
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Xxxxx
Xxxxx, XX. 00000
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Xxxxxx
X. Xxxxxxx, III, President
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(2)
In the case of Company:
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Xxxxxx
Xxxxxxxxx
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0000
Xxxxx Xxxx Xxxx
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Xxxxxxxxxx,
XX. 00000
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or to
such other person or address designated in writing by the Company or advisor to
receive notice and served on the other party in accordance with this
section.
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(G) Headings. The
section and subsection headings in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Agreement.
(H) Governing
Law. This Agreement was negotiated and its being contracted
for in Florida, and shall be governed by the laws of the State of
Florida. Both parties expressly agree to venue all matters relating
to this agreement in Miami-Dade County, Florida for any and all actions
commenced relative to this Agreement.
(I) Binding
Effect. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors, and assigns.
(J) Entire
Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior agreements,
arrangements, or understandings between the parties relating to the subject
matter of this Agreement.
(K) Severability. If
any party of this Agreement is deemed to be unenforceable the
balance of the Agreement shall remain in full force and effect.
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(L) Counterparts. A
facsimile, telecopy, or other reproduction of this Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. The executed copy of this Agreement shall be valid and
binding upon a party when transmitted by facsimile to the other
party. At the request of any party hereto, all parties agree to
execute an original of this Agreement, as well as, any facsimile, telecopy or
other reproduction hereof.
IN WITNESS WHEREOF, the parties have
executed this Agreement on the date above written.
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Infinity
Consulting Group, Inc.
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Xxxxxx
X. Xxxxxxx III
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Xxxxxx
Xxxxxxxxx
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President
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Chief
Executive Officer
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EXHIBIT
A
TERMS OF
WARRANTS - DATED FEBRUARY 1, 2009
BETWEEN
EGPI FIRECREEK, INC. AND XXXXXX X. XXXXXXX III;
(Attached
on the Following Page(s))
EXHIBIT
A
NEITHER
THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE
ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
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Warrant
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Date:
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500,000
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February
1, 2009
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Warrant
Certificate
EGPI
FIRECREEK, INC., ("EGPI"), certifies that, for value received, Xxxxxx X. Xxxxxxx
III, or registered assigns (the "Holder"), is the owner of a Warrant of EGPI
(the "Warrant"). The Warrant entitles the Holder to purchase from EGPI at any
time prior to the Expiration Date (as defined below) up to 500,000 shares of
Common Stock of EGPI. This Warrant is issued pursuant to an Advisory Services
Agreement between Xxxxxx X. Xxxxxxx III and EGPI. The exercise price for the
Warrant shall be $1.00 per share of Common Stock (the "Exercise Price"). The
Warrant Holder has paid $100 for this Warrant.
1.
Vesting;
Expiration Date; Exercise
1.1
VESTING.
The Warrant granted hereunder shall be deemed fully vested, i.e., become
exercisable as of the date hereof.
1.2
EXPIRATION
DATE. The Warrant shall expire three (3) years from date hereof (the "Expiration
Date.") After the Expiration Date, the Warrant shall expire and be of no further
force or effect.
1.3
MANNER OF
EXERCISE. The Warrant is exercisable by delivery to EGPI of the following (the
"Exercise Documents"): (a) this Certificate (b) a written notice of election to
exercise the Warrant; and (c) by payment of the Exercise Price in cash, by check
in good funds, or by wire. Within 10 days following receipt of the foregoing,
EGPI shall execute and deliver to the Holder: (a) a certificate or certificates
representing the qggregate number of shares of Common Stock purchased by the
Holder, and (b) if less than all of the shares covered by the Warrant evidenced
by this Certificate is exercised, a new certificate evidencing the Warrant not
so exercised shall be provided to Holder.
2.
Adjustments
of Exercise Price and Number and Kind of Conversion Shares
2.1
In the
event that EGPI shall at any time hereafter (a) pay a dividend in Common Stock
or securities convertible into Common Stock; (b) subdivide or split its
outstanding Common Stock; (c) combine its outstanding Common Stock into a
smaller number of shares; (d) spin-off to its shareholders a subsidiary or
operating-business unit; then the number of shares to be issued immediately
after the occurrence of any such event shall be adjusted so that the Holder
thereafter may receive the number of shares of Common Stock or the equivalent
value it would have owned immediately following such action if it had exercised
the Warrant immediately prior to such action and the Exercise Price shall be
adjusted
to reflect such proportionate increases or decreases in the number of
shares.
2.2
In case
of any reclassification of the outstanding shares of Common Stock (other than a
change covered by Section 2.1 hereof or a change which solely affects the par
value of such shares) or in the case of any merger or consolidation or merger in
which EGPI is not the continuing corporation and which results in any
reclassification or capital reorganization of the outstanding shares), the
Holder shall have the right thereafter (until the Expiration Date) to receive
upon the exercise hereof, for the same aggregate exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of
stock or other securities or property receivable upon such reclassification,
capital reorganization, merger or consolidation, by a Holder of the number of
shares of Common Stock obtainable upon the exercise of the Warrant immediately
prior to such event; and if any reclassification also results in a change in
shares covered by Section 2.1, then such adjustment shall be made pursuant to
both this Section 2.2 and Section 2.1. The provisions of this Section 2.2 shall
similarly apply to successive reclassifications, capital organizations and
mergers or consolidations, sales or other transfers.
3.
TRANSFER.
Subject to compliance with applicable securities laws, the Warrant is
transferable on the books of EGPI maintained for such purpose by EGPI in person,
or by duly authorized attorney, upon surrender of this Certificate properly
endorsed and upon payment of any necessary transfer tax or other governmental
charge imposed upon such transfer. If less than all of the Warrant evidenced by
this Certificate is transferred, EGPI will, upon transfer, execute and deliver
to the Holder a new certificate evidencing the Warrant not so
transferred.
4.
RESERVATION
OF SHARES. EGPI shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, such number of shares of Common
Stock as shall from time to time be issuable upon exercise of the Warrant. If at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to permit the exercise of the Warrant, EGPI shall promptly seek
such corporate action as may necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.
5.
CERTIFICATE
AS TO ADJUSTMENTS. In each case of any adjustment in the Exercise Price, or
number or type of shares issuable upon exercise of the Warrant, the Chief
Financial Officer of EGPI shall compute such adjustment in accordance with the
terms of the Warrant and prepare a certificate setting forth such adjustment and
showing in detail the facts upon which such adjustment is based, including a
statement of the adjusted Exercise Price. EGPI shall promptly send (by facsimile
and by either first class mail, postage prepaid or overnight delivery) a copy of
each such certificate to the Holder.
6.
LOSS OR
MUTILATION. Upon receipt of evidence reasonably satisfactory to EGPI of the
ownership of and the loss, theft, destruction or mutilation of this Certificate,
and of indemnity reasonably satisfactory to it, and (in the case of mutilation)
upon surrender and cancellation of the Warrant, EGPI will execute and deliver in
lieu thereof a new Certificate of like tenor as the lost, stolen, destroyed or
mutilated Certificate.
7.
Representations
and Warranties of EGPI hereby represents and Warrant to Holder
that:
7.1
DUE
AUTHORIZATION. All corporate action on the part of EGPI, its officers, directors
and shareholders necessary for (a) the authorization, execution and delivery of,
and the performance of all obligations of EGPI under this Warrant, and (b) the
authorization, issuance, reservation for issuance and delivery of all of the
Common Stock issuable upon exercise of this Warrant, has been duly taken. This
Warrant constitute a valid and binding obligation of EGPI enforceable in
accordance with their terms, subject, as to enforcement of remedies, to
applicable bankruptcy, insolvency, moratorium, reorganization and similar laws
affecting creditors' rights generally and to general equitable
principles.
7.2
ORGANIZATION.
EGPI is a corporation duly organized, validly existing and in good standing
under the laws of its incorporation and has all requisite corporate power to
own, lease and operate its property and to carry on its business as now being
conducted and as currently proposed to be conducted.
7.3
VALID
ISSUANCE OF STOCK. Any shares of Common Stock issued upon exercise of this
Warrant will be duly and validly issued, fully paid, and
non-assessable.
7.4
GOVERNMENTAL
CONSENTS. All consents, approvals, orders, authorizations or
registrations, qualifications, declarations or filings with any federal or state
governmental authority on the part of EGPI required in connection with the
consummation of the transactions contemplated herein have been
obtained.
8.
NOTICES
OF RECORD DATE.
In
case:
8.1
EGPI
shall take a record of the holders of its Common Stock (or other stock or
securities at the time receivable upon the exercise of this Warrant), for the
purpose of entitling them to receive any dividend or other distribution, or any
right to subscribe for or purchase any shares of stock of any class or any other
securities or to receive any other right; or
8.2
of any
consolidation or merger of EGPI with or into another corporation, any capital
reorganization of EGPI, any reclassification of the capital stock of EGPI, or
any conveyance of all or substantially all of the assets of EGPI to another
corporation in which holders of EGPI's stock are to receive stock, securities or
property of another corporation; or
8.3
of any
voluntary dissolution, liquidation or winding-up of EGPI; or
8.4
of any
redemption or conversion of all outstanding Common Stock; then, and in each such
case, EGPI will mail or cause to be mailed to the Holder a notice specifying, as
the case may be, (a) the date on which a record is to be taken for the purpose
of such dividend, distribution or right, or (b) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation, winding-up, redemption or conversion is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock or (such stock or securities as at the time are receivable upon the
exercise of this Warrant), shall be entitled to exchange their shares of Common
Stock (or such other stock or securities), for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up. EGPI shall use
all reasonable efforts to ensure such notice shall be delivered at least 15 days
prior to the date therein specified.
9.
SEVERABILITY.
If any term, provision, covenant or restriction of the Warrant is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of the Warrant
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
10.
NOTICES.
All notices, requests, consents and other communications required hereunder
shall be in writing and by first class mail or by registered or certified mail,
postage prepaid, return receipt requested, and (other than in connection with
the exercise of the Warrant) shall be deemed to have been duly made when
received or, if sent registered or certified mail, postage prepaid, return
receipt requested, on the third day following deposit in the mails: if addressed
to the Holder, at the last address of such Holder on the books of EGPI; and if
addressed to EGPI at EGPI FIRECREEK, INC., 0000 Xxxxx Xxxx Xxxx, Xxxxxxxxxx,
Xxxxxxx 00000, Attention: Xxxxxx Xxxxxxxxx or such other address as it may
designate in writing.
11.
NO RIGHTS
AS SHAREHOLDER. The Holder shall have no rights as a shareholder of EGPI with
respect to the shares issuable upon exercise of the Warrant until the receipt by
EGPI of all of the Exercise Documents. Except as may be provided by Section 2 of
this Certificate, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date EGPI receives all
of the Exercise Documents.
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By:
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Xxxxxx
Xxxxxxxxx
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Its:
Chairman and CEO
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EXHIBIT
"A" -TO THE WARRANT
NOTICE OF
EXERCISE
(To be
signed only upon exercise of the Warrant)
The
undersigned hereby elects to purchase shares of Common Stock (the "Warrant
Shares") of EGPI FIRECREEK, INC. ("EGPI"), pursuant to the terms of the enclosed
warrant certificate (the "Certificate"). The undersigned tenders herewith
payment of the exercise price pursuant to the terms of the
Certificate.
The
undersigned hereby represents and Warrant to, and agrees with, EGPI as
follows:
1.
Holder is
acquiring the Warrant Shares for its own account, for investment purposes
only.
2.
Holder
understands that an investment in the Warrant Shares involves a high degree of
risk, and Holder has the financial ability to bear the economic risk of this
investment in the Warrant Shares, including a complete loss of such investment.
Holder has adequate means for providing for its current financial needs and has
no need for liquidity with respect to this investment.
3.
Holder
has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of an investment in the Warrant
Shares and in protecting its own interest in connection with this
transaction.
4.
Holder
understands that the Warrant Shares have not been registered under the
Securities Act or under any state securities laws. Holder is familiar with the
provisions of the Securities Act and Rule 144 thereunder and understands that
the restrictions on transfer on the Warrant Shares may result in Holder being
required to hold the Warrant Shares for an indefinite period of
time.
5.
Holder
agrees not to sell, transfer, assign, gift, create a security interest in, or
otherwise dispose of, with or without consideration (collectively, "Transfer")
any of the Warrant Shares except pursuant to an effective registration statement
under the Securities Act or an exemption from registration. As a further
condition to any such Transfer, except in the event that such Transfer is made
pursuant to an effective registration statement under the Securities Act, if in
the reasonable opinion of counsel to EGPI any Transfer of the Warrant Shares by
the contemplated transferee thereof would not be exempt from the registration
and prospectus delivery requirements of the Securities Act, EGPI may require the
contemplated transferee to furnish EGPI with an investment letter setting forth
such information and agreements as may be reasonable requested by EGPI to ensure
compliance by such transferee with the Securities Act.
Each
certificate evidencing the Warrant Shares will bear the following
legend:
"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS AND
MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
Number of
Warrant Exercised: ______________________________
Dated:
______________________________
[Name
Please Print] _______________________________________
[Signature]
______________________________________________
