STOCK ASSIGNMENT
Exhibit
10.2
THIS
STOCK ASSIGNMENT (“Assignment”) is made effective as of May 18, 2009, by and
between EGPI FIRECREEK, INC., a Nevada corporation (“Assignor”), and FIRECREEK
GLOBAL, INC., a Delaware corporation (“Assignee”).
R E C I T
A L S
A. Assignor
owns all of the issued and outstanding shares of the capital stock of Firecreek
Petroleum, Inc., a Delaware corporation (the “Corporation”). 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 100,000
shares of $0.005 par value common stock, and 25,669 shares of $0.005 par value
preferred stock to Seller (the preferred stock has been cancelled and returned
to treasury). The issued shares of the capital stock of the Corporation are
referred to herein as the “Issued Shares”.
B. Assignor
and Assignee entered into a stock acquisition agreement (“Stock Acquisition
Agreement”) pursuant to which Assignor agreed to assign to Assignee, and
Assignee agreed to accept assignment of, the Issued Shares, subject to the
satisfaction of certain conditions set forth in the Stock Acquisition
Agreement.
C. The
conditions of such assignment have been fulfilled and the parties desire to
complete the assignment of the Issued Shares by Assignor to
Assignee.
NOW,
THEREFORE, for and in consideration of the above premises, the respective
covenants and agreements of the parties hereinafter set forth, and the
consideration hereinafter stated, the parties hereto do hereby agree as
follows:
A G R E E
M E N T S
1. Assignment. For Ten
and No/100 Dollars ($10.00) and other good and valuable consideration, Assignor
hereby transfers and assigns to Assignee, Assignee’s successors and assigns,
forever, all of the Issued Shares, and all rights in and to any of the capital
stock of the Corporation, and all rights, titles, privileges and benefits
incidental to the Issued Shares and any such capital stock (the Issued Shares
and all of such other rights, titles, privileges and benefits incidental to the
Issued Shares and any capital stock of the Corporation being hereinafter
collectively referred to as the “Corporation Stock and Rights”).
2. Acceptance. Assignee
hereby accepts the assignment by Assignor to Assignee of the Corporation Stock
and Rights.
3. Warranties. Assignor
warrants to Assignee that (i) Assignor has good title and full power to assign
and transfer to Assignee the Corporation Stock and Rights, (ii) Assignor has not
made any prior transfer, pledge or encumbrance of the Corporation Stock and
Rights, and (iii) no consent is required of any person or party to the
assignment and transfer herein made to Assignee.
4. Stock Certificate.
Assignor shall, concurrently with execution hereof, deliver to Assignee all of
the stock certificates representing the Issued Shares, with the following noted
on each certificate or on a separate written notation affixed thereto, in either
case signed by Assignor:
EGPI
Firecreek, Inc. (“Assignor”) hereby assigns and transfers this stock certificate
and the stock and rights represented hereby to Firecreek Global, Inc., and
Assignor hereby irrevocably constitutes and appoints Xxxx X. Xxxxxx as
attorney-in-fact for Assignor to transfer the said shares on the books of
Firecreek Petroleum, Inc., with full power of substitution in the
premises.
5. Resignation. Assignor
shall, concurrently herewith, cause each person who is a director or officer of
the Corporation to submit such person’s resignation from each office and
position held by such person with respect to the Corporation.
6. Counterpart
Execution. This Assignment may be signed in multiple counterparts, each
of which shall constitute an original hereof, and all of which, taken together,
shall constitute one and the same instrument.
EXECUTED
to be effective as of the date first stated above.
| ASSIGNOR: | |||
| EGPI FIRECREEK, INC. | |||
|
By:
|
/s/ Xxxxxx X. Xxxxxxxxx | ||
| Xxxxxx X. Xxxxxxxxx, CEO | |||
| ASSIGNEE: | |||
|
FIRECREEK
GLOBAL, INC.
|
|||
|
By:
|
/s/
Xxxx X. Xxxxxx
|
||
|
Xxxx
X. Xxxxxx, President & CEO
|
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