UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2012
EGPI FIRECREEK, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
000-32507 (Commission File Number) |
88-0345961 (IRS Employer Identification No.) |
|
6564 Smoke Tree Lane, Scottsdale Arizona (principal executive offices) |
85253 (Zip Code) |
(480) 948-6581
(Registrant’s telephone number, including area code)
(Former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
( 1 ) |
Item 1.01. Entry into a Material Definitive Agreement
On October 30, 2012, EGPI Firecreek, Inc., (the “Registrant” or “Company”) through its wholly owned subsidiary Energy Producers, Inc. (“FIRECREEK”, “Assignor”, “Rights Holder”, “Option Holder”), entered into a Linear Short Form Agreement (the “AGREEMENT”), by and between the Registrant and CUBO Energy, PLC’s nominee / assignee, Mondial Ventures Inc., a public limited corporation organized under the state of Nevada, USA, with its principal place of business located at 6564 North Smoke Tree Lane, Scottsdale Arizona 85253 (“MNVN”, “Assignee”, or “Participant”), (Firecreek, MNVN are collectively referred to herein as the “PARTIES”).
i) a previous Letter of Intent is effectively extended through the date of effectiveness of the Definitive Short Form Agreement and ii) CUBO Energy, PLC has elected its nominee / assignee to be Mondial Ventures, Inc.
The material terms of the Linear Short Form Agreement include:
1. December 31, 2009, Firecreek, through its wholly owned subsidiary Energy Producers, Inc. (“Energy Producers” or “EPI”) closed an Acquisition Agreement including an Assignment of Interests in Oil and Gas Leases (the “Assignment”), with Whitt Oil & Gas, Inc., (“Whitt” or “Operator”) a Texas corporation acquiring 50% working interests and corresponding 32% net revenue interests in oil and gas leases representing the aggregate total of 240 acre leases, reserves, three wells, and equipment located in Callahan, Stephens, and Shakelford Counties, West Central Texas.
2. Firecreek proposes initially to undertake with MNVN as follows: Prepare to contract for a 3-D Seismic contract covering the Boyette property in Shackelford County, Texas. The seismic study will focus on specific Barnett Shale formation characteristics that will assist in the drilling of one and possibly two Barnett horizontal wells or an equivalent of up to eight vertical wells on the Boyette lease at a proposed initial depth of approximately 5,200’ to 5,500’ feet. There have been recent Barnett wells in the area that have been productive in the oil segment or phase of the Barnett Shale that have justified the seismic study. The onsite seismic work is expected to commence within 90 days.
3. Price contributed by MNVN for the initial 3-D Seismic study and proposed herewith to buy out 50% partner interests, and other costs with re engaged start up activities: $175,000 of which $10,000 has been received by Firecreek as a deposit to date thereby leaving a balance of $165,000 due.
4. On successful seismic testing anticipated AFE for Barnet Horizontal Well program would be estimated to be $750,000 per horizontal well. Firecreek to come to terms of agreement regarding financing for the proposed drilling and development should the parties agree to further move forward after the Seismic study.
Legal Description subject to the long form LFA and final legal inspection for Assignment and Bill of Sale for the North 40 Interests:
i. That certain Oil, Gas and Mineral Lease dated September 17, 2007, by and between Eugene Bell, Lessor, and E & D Bell, LLC, Lessee and that certain Oil, Gas and Mineral Lease dated September 17, 2007, by and between Harold Elledge, Lessor, and E & D Bell, LLC, Lessee each covering the following two (2) parcels of land in Callahan County, Texas:
Tract I: Being 40 acres as near as is practicable in the form of a square around the LCS Production of McWhorter #1 well, Callahan County, Texas.
Tract II: Being 40 acres as near as is practicable in the form of a square around the Ratex Energy, Inc. No. 3 Young well, Callahan County, Texas.
ii. Those two certain Oil and Gas Leases dated December 18, 2009, by and between Juanita B. Boyett Trust, Jearl Silas Boyett, Executor, Lessor, and Whitt Oil &. Gas, Inc., Lessee, to the extent, and to the extent only, that said lease covers all of the Southeast One-fourth (SE/4) of Section 55, B.A.L., A-2746, Stephens and Shackelford Counties, Texas.
The following wells are located on the leases identified, above: |
1. | McWhorter No. Well, Texas Lease I.D. 27348, Callahan County, Texas. |
2. | Young No. 3 Well, Texas Lease I.D. 26519, Callahan County, Texas. |
3. | Boyett Well, Texas, API #42-417-37567, Shackelford County, Texas. |
A copy of the Linear Short Form Agreement is attached hereto as Exhibit 10.1.
( 2 ) |
Item 2.01. Completion of Acquisition or Disposition of Assets
See Item 1.01 above.
Item 3.02 Unregistered Sales of Equity Securities.
(*)(**) On November 7, by consent of the Board of Directors, the Registrant approved the following issuances of its restricted common stock, par value $0.001 per share, to the following person for services rendered.
Name | Date | Share Amount(****) | Type of Consideration |
Fair Market Value of
Consideration |
||||||||
Steven Antebi (***)(****)(1)
10550 Fontenelle Way, Los Angeles, California, 90077 |
11/7/12 | 2,000,000,000 | Consultant/Advisory | $ | 200,000 |
(*) Issuances are approved, subject to such persons agreeing in writing to i) comply with applicable securities laws and regulations and make required disclosures; and ii) be solely and entirely responsible for their own personal, Federal, State, and or relevant single or multi jurisdictional income taxes, as applicable.
(**) $200,000 worth of common stock in the immediately preceding table was used primarily in consideration of services rendered to the Company.
(1) | Steven Antebi provides other Business Consulting and advisory services, and is not currently a director, or officer of the Registrant. |
(***) The shares of common stock were issued pursuant to an exemption from registration as provided by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”). All such certificates representing the shares issued by the Company shall bear the standard 1933 Act restrictive legend restricting resale.
(****) The shares are to be included for registration in a registration statement on a best efforts basis by the Registrant in accordance with the terms of agreement.
( 3 ) |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit No. | Identification of Exhibit | |
10.1 | Linear Short Form Agreement Between the Company’s EPI unit and CUBO Energy, Plc., Assignee / Nominee Mondial Ventures, Inc. | |
10.2 | Advisory Agreement between the Company and Steven Antebi dated November 1, 2012. |
( 4 ) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 14, 2012
EGPI FIRECREEK, INC. | ||
By | /s/ Dennis R. Alexander | |
Dennis R. Alexander, Chief Executive Officer |
EXHIBIT 10.1
OIL AND GAS PURCHASE AND DEVELOPMENT AGReement
Definitive Short Form Agreement
THIS (the “Definitive Short Form Agreement”), dated effective as of October 30, 2012, by and among EGPI FIRECREEK, INC., a Nevada corporation, through its wholly owned subsidiary Energy Producers, Inc., located at 6564 North Smoke Tree Lane, Scottsdale Arizona 85253 (“FIRECREEK”, “Assignor”, “Rights Holder”, “Option Holder”), and CUBO Energy, PLC’s nominee / assignee, Mondial Ventures Inc., a public limited corporation organized under the state of Nevada, USA, with its principal place of business located at 6564 North Smoke Tree Lane, Scottsdale Arizona 85253 (“MNVN”, “Assignee”, or “Participant”), (Firecreek, MNVN are collectively referred to herein as the “PARTIES”).
WHEREAS the parties previously entered into a “Letter of Intent”, dated as of March 31, 2012, by and among EGPI FIRECREEK, INC., a Nevada corporation, through its wholly owned subsidiary Energy Producers, Inc., located at 6564 North Smoke Tree Lane, Scottsdale Arizona 85253 and CUBO Energy, PLC and or its nominee / assignee, a public limited corporation organized under the laws of Great Britain with its principal place of business located at Thames House, Portsmouth Road Esher Surrey, KT10 9AD United Kingdom, and
WHEREAS the parties agree herewith that i) the Letter of Intent is effectively extended through the date of effectiveness of this Definitive Short Form Agreement and ii) CUBO Energy, PLC has elected its nominee / assignee to be Mondial Ventures, Inc.
RECITALS
Preamble: This Definitive Short Form Agreement is agreed to be expanded into the long form agreement to be completed and signed off by the parties by November 4, 3012 which may be mutually extended by the parties signed and in writing and attached for reference hereto.
1. | December 31, 2009, Firecreek, through its wholly owned subsidiary Energy Producers, Inc. (“Energy Producers” or “EPI”) closed an Acquisition Agreement including an Assignment of Interests in Oil and Gas Leases (the “Assignment”), with Whitt Oil & Gas, Inc., (“Whitt” or “Operator”) a Texas corporation acquiring 50% working interests and corresponding 32% net revenue interests in oil and gas leases representing the aggregate total of 240 acre leases, reserves, three wells, and equipment located in Callahan, Stephens, and Shakelford Counties, West Central Texas. |
2. Firecreek proposes initially to undertake with MNVN as follows: prepare to contract for a 3-D Seismic contract covering the Boyette property in Shackelford County, Texas. The seismic study will focus on specific Barnett Shale formation characteristics that will assist in the drilling of one and possibly two Barnett horizontal wells or an equivalent of up to eight vertical wells on the Boyette lease at a proposed initial depth of approximately 5,200’ to 5,500’ feet. There have been recent Barnett wells in the area that have been productive in the oil segment or phase of the Barnett Shale that have justified the seismic study. The onsite seismic work is expected to commence within 90 days.
3. Price contributed by MNVN for the initial 3-D Seismic study and proposed herewith to buy out 50% partner interests, and other costs with re engaged start up activities: $175,000 of which $10,000 has been received by Firecreek as a deposit to date thereby leaving a balance of $165,000 due.
4. On successful seismic testing anticipated AFE for Barnet Horizonal Well program would be estimated to be $750,000 per horizontal well. A two well objective upon stabilization of the two planned wells would be 80 to 100 BOPD. Firecreek to come to terms of agreement regarding financing for the proposed drilling and development should the parties agree to further move forward after the Seismic study.
5. Miscellaneous.
Historical Information Regarding Oil and Gas Interests
On December 22, 2009, the Company through its wholly owned subsidiary Energy Producers, Inc. entered into an Agreement for the Assignment of Interests in Oil and Gas Leases (“Assignment”), with Whitt Oil & Gas, Inc., (“Whitt”) a Texas corporation acquiring 50% working interests and corresponding 32% net revenue interests in oil and gas leases, reserves, and equipment. The leases, equipment, and a turnkey work program relate to three wells located on the leases representing the aggregate total of 240 Acres in Shackelford, Callahan, and Stephens counties, West Central Texas. The program also includes the right but not the obligation to drill four more wells in the future. The acquired leases and the property to which they relate are identified below:
i. That certain Oil, Gas and Mineral Lease dated September 17, 2007, by and between Eugene Bell, Lessor, and E & D Bell, LLC, Lessee and that certain Oil, Gas and Mineral Lease dated September 17, 2007, by and between Harold Elledge, Lessor, and E & D Bell, LLC, Lessee each covering the following two (2) parcels of land in Callahan County, Texas:
Tract I: Being 40 acres as near as is practicable in the form of a square around the LCS Production of McWhorter #1 well, Callahan County, Texas.
Tract II: Being 40 acres as near as is practicable in the form of a square around the Ratex Energy, Inc. No. 3 Young well, Callahan County, Texas.
ii. Those two certain Oil and Gas Leases dated December 18, 2009, by and between Juanita B. Boyett Trust, Jearl Silas Boyett, Executor, Lessor, and Whitt Oil &. Gas, Inc., Lessee, to the extent, and to the extent only, that said lease covers all of the Southeast One-fourth (SE/4) of Section 55, B.A.L., A-2746, Stephens and Shackelford Counties, Texas. |
The following wells are located on the leases identified, above: |
1. | McWhorter No. Well, Texas Lease I.D. 27348, Callahan County, Texas. |
2. | Young No. 3 Well, Texas Lease I.D. 26519, Callahan County, Texas. |
3. | Boyett Well, Texas, API #42-417-37567, Shackelford County, Texas. |
A mineral interest is the ownership of rights to gas, oil, or other minerals as they naturally occur in place, at or below the surface of a tract of land. Ownership of the minerals carries with it the right to make such reasonable use of the surface as may be necessary to explore for and produce the minerals. Only the mineral owner (or fee owner) may execute an oil or gas lease conveying his interest in a tract of land. Severance: The owner of all rights to a tract of land (vertically or horizontally). In horizontal severance, for example, if he chooses to sell all or part of the mineral rights, two distinct estates are created: the surface rights to the tract of land and the mineral rights to the same tract. The two estates may change hands independently of each other. Severed minerals rights may be restricted as to mineral type, or limited by depth, (in which case the landowner retains the rights to minerals other than those severed, and to depth intervals other than those severed.) |
The Company attempts to maintain all of its operating wells in good working condition. Whitt Oil and Gas, Inc. (Whitt) a Texas corporation, and licensed operator, is familiar with the oil and gas business in the area. Whitt will operate the Company’s interests in the properties overseeing production and maintenance activities for its oil wells, equipment and other development activities for the leases. |
The Material terms of the Operating Agreement with the Company include: |
Whitt is an independent contractor and operates the subject properties on a contract basis pursuant to the AAPL form operating agreement according to our share of Working Interests (50%) with a $350 per producing well per month overhead fee and $250.00 pumper fee per well (presently for 3 wells) respectively plus electricity and other intangible repair items. All other charges whether by Whitt, an affiliate of Whitt or third parties will be the responsibility of the working interest owners of the properties. Whitt will furnish the monthly Lease Operation Expense and various activity reports to the Company’s wholly owned subsidiary Energy Producers, Inc. Upon successful commencement of production, run checks (payments) expected from future sales of oil and gas are to be sent to the operator from the purchasers for oil and gas produced. Conoco is initially designated as the gatherer for the oil. Whitt is to administrate monthly activities, and after payment of management, consulting, and lease-operating expenses (LOE’s), it collects and compiles the Joint Interest Billing (JIB) Statements and prepares certain reports and financial statements related to production income and expenses for monthly delivery to Company’s accounting for compilation along with its share of the payment to be received according to its interests. |
6. | If and or where applicable, if any, the Parties are executing and delivering this LOI, as or if applicable, in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act. |
7. | Representations and Warranties to be determined and agreed by the Parties. |
8. | Subject to: completing due diligence, the formal and final approvals of the Board of Directors of Firecreek, MNVN, and requisite third party approvals, as and if required. |
9. | Capital structures for Firecreek and MNVN to be disclosed. |
10. | Press release allowable with consent of both Firecreek and MNVN Principle Executive Officers. |
11. | Current Report on Form 8-k is agreed to be filed with SEC by Firecreek on completion of the final formal Agreement, when completed. |
12. | Laws of the State of Nevada USA shall govern. |
If the terms of this Definitive Short Form Agreement are understood please indicate by signing below.
EGPI FIRECREEK, INC.
By: /s/Dennis R Alexander
---------------------------------
Name: Dennis R Alexander
---------------------------------
Title: CEO
---------------------------------
MONDIAL VENTURES, INC. , (CUBO ENERGY, PLC NOMINEE / ASSIGNEE)
By: /s/Dennis R Alexander
---------------------------------
Name: Dennis R Alexander
---------------------------------
Title: CEO
---------------------------------
ACKNOWLEDGED AND APPROVED BY:
CUBO ENERGY, PLC., ASSIGNOR TO MONDIAL VENTURES, INC.
By:/s/Brian Kennedy
---------------------------------
Name: Brian Kennedy
---------------------------------
Title : President
---------------------------------
schedules AND EXHIBITS AS APPLICABLE [to be provided]
EXHIBIT 10.2
N o ve m b e r 1, 2012
EGPI Firecreek Inc.
Mr. Dennis Alexander, President, Chairm a n & CEO 6564 Smoke Tree Lane
Scot t sd a le , Arizona, 85253
Re: Advisory Agreement
Dear Mr. Alexander:
This Consulting Agree ment ("Agreement") wi ll certify that EGPI Firecreek inc. (hereinafter ref e rre d to as " the C lient ") has agreed to en gage Steven Antebi ("SSA") o n a non-exclusive basis t o perf orm services rel ated to financial consulting and public r elat io n s matters purs uant to the terms and conditions set forth herein.
Serv i ces. SSA shall act as advisor to the Client and perform, as requested by the Clie nt , t h e following Services:
Advise the client on possible equity and / o r debt financings.
Advise the client on mergers and acquisitions.
Advise the client on setting up a Board of Directors.
Advise Lhe client on se ttin g up nominating g , audit, compensation and gov e rn a nce committees.
Advise the client on strategic relati o n s hip s.
Advise the client in investor relations.
Adv ise the c li ent in areas of public relations.
A dvis e the client in a ll areas involving other b u s iness combinations .
i. Agree to act as interim CFO, subject to review of D & 0 Liability In s uranc e Policy.
J. Agree to a ct as a director , subject to review of D & 0 Liability Insurance Policy and review
of other Direc t o rs joining the Bo ard of Directors.
Performance of Services. SSA s h a ll be ob li gated to provide the Services as and w hen req u e sted by Client and s h all not be authorized or obligated to perform any Services on SS A ' s ow n initiative. T h e Services sh a ll be performed rea so nabl y promptly after Client's r equest , consistent with SSA 's availability. It is understood that the Servi c es to b e provided hereunder a re not exclusive to the C li ent and SSA has other business o b ligations, i nc ludin g acting as consultant for other companie s, provided however that SSA shall not provide s e rvic es to any potential or act u a l c o mp etitor of the Client during the Term of thi s agreement.
Relat ion sh ip of the Parties. SSA sha ll be, and a t all times during t h e Term of the Agreement sh a ll remain, an in d ependen t contractor. A s suc h , SS A s hall determine the means and methods of performing the Service!; hereunder and s hall render the Se r vices at s uch places it determines. The Clie nt shall pay all reasonable cost s and expe n ses incur r ed by SSA in the performance of its duties h ereu nd er, provided however such costs and expenses sha ll n ot exceed $250.00 wilhout C li ent's prior w ritten approval.
Assurances . Client acknowledges edge s that all opinions and advices (written or oral) given by SSA to the Client in connection with this Agreement are intended solely for the benefit and use of Client, and Client agrees that no person or entity other than Client shall be entitled to make use of or rely upon the advice of SSA to be given hereunder. Furthermore, no such opinion or advice given by SSA shall by used at any time , in any manner or for any purpose , and shall not be reproduced, disseminated , quoted or referred to at any time, in any manner or for any purpo s e, except as may be contemplated herein. Client shall not make any public references to SSA without Sierra's prior written con se nt or as required by applicable law.
Comp e nsation. As compensation for the Services to be performed b y SSA hereunder , SSA
shall receive the following:
A retainer in the form of 2,000,000 , 000 shares of common stock that shall contain piggyback regi stra t ion right s. Shall be granted to SSA. Shares shall be granted following the execution of this agreement. Those share s sha ll be issued and vest to SSA upon the execution of thi s agreement. Thes e shares shall have no anti dilution rights and shall be subject to any forward or reverse splits.
It i s understood by th e Client and SSA that sha res cannot be delivered until a reverse split is effective or addit i ona l shares are authorized. Neverththeless those share will be deemed to be earned upon the execution of this agreement .
Additional Services. Should Client d es ire SSA t o perform additional services not outlined herein, Client may make such request to SSA in writing. SSA may agree to perform those services at its sole discretion; however, any additional serv ices p erfo rmed by SSA may require an additional compensation schedule to be mutually agreed upon prior to rendering such servic e s.
Approval of Client Information. Client will be required to approve all stockholder communications,
press release and other materials prepa r e d and disseminated on its behalf by SSA.
Term. This Agreement shall remain in effect until November l , 2013 unless otherwise mutually
agreed upon by Client and SS A .
Due Diligenc e / Disclosure
Client recognizes and confirms that, in advising Client and in fulfilling its retention he r e under , SSA w ill use and rely upon d a ta , material and other information on furnished to it by Client. Client acknowledges and agrees that in performing its Services under this Agreement, SSA may rely upon the data, material and other information suppli ed by Client without inde p e n dently verifying the accuracy, completeness or veracity.
Except as contempl a ted by the terms her eof or as required by applicable l aw , SSA shall keep confidential , indefinitely, all non-public information provided to it by Client, and shall not disclose such information to any third party without Cl i e nt ' s prior writt e n consent, other than such of its employees and advi so rs as SSA reasonably determines to have a need to know.
Indemnification.
Client shall indemnify and hold SSA harmles s against any and all liabilities, claims , lawsuits,
including any and all aw ar ds and/or judgments to which it may become su bj ect under th e Act or the Securities Exchang e Act of 1934, a s amended (the " 1934 Act") or any ot her federal or state statute, at common law or otherwi se, insofar as said liabilities , claims and lawsuits , (including awards a nd /or judgments) arise out of or are in connection with the Services rendered by SSA in connection with this Agreement , except for any liabilities, claims, and la ws uit s (including award s, judgments and relate d costs and expenses), arising out of ac t s or omissions of SSA. In additio n , the Client s hall indemnify and hold SSA harmless against any and all reasonable costs and expenses, inc l uding reasonable attorney fe es, incurred o r re l ati ng to the foregoing. If it i s judicially determined that Client will not be responsible for any liabili t ie s, claims a n d la ws ui t s or expenses related thereto, the indemnified party, by his or its acceptance of such amounts, agrees to repay Client all amounts previously p a id by Client to the indemnified person and w i ll pay a ll costs of c o ll ectio n thereof, including but not limited to reasonable attorney's fees r e lated thereto. SSA s hall give Client prompt notice of any s uch liability , claim or la ws uit, which SSA contends is the subject matt er of Client's indemnification and SSA thereupon shall be granted the right to take any and all nece s sary and proper actio n , at it s s ole cost and exp e n se, with respect to such liability, claim and lawsuit , including the right to settle, compromise and d i spo se of such liability , claim or lawsuit , excepting there from any and all pro ce e di ngs or hearings before any regulatory bodies and/or authorities.
SSA shall indemnify and hold Client and its director , officers , employee s and agents harmless agai nst any and all liabilities, c l a i m s a nd lawsuit; includin g a nd a ll award and / or judgments to whid1 it may b ec om e subject under the Ac t , the 1934 Act or any o ther federal or sta te stat ute, a t common law o r o t h erw i se, inso f a r as sa id liabiliti es, claims and lawsuits (i n cl u ding awards and/or judgments) arise out uf ur are b a se d upon SS A 's gross negligence or willful m i sc o nduct , or any untru e statement or alleged untrue s tatem e nt of a ma t e rial fact or o m i ssion of a material fact required to be stated or necessary to make the s tatement p r ov ided by SSA n ot mi s l ead i n g, which statement or omission was made in reliance upon inform a t ion furnished in writing to Client by or on behalf of SS A for in c lusion in any registration st a t ement or prospectus or a n y amendment or suppleme nt thereto in connection with any transacti o n to which this Agreement applies. In ad dition, SSA shall also ind em nify and hold Client harmless against any and all costs and expe n ses, includin g reasonable attorney fees, incurred or relating tu the foregoi n g. Client sha ll g ive SSA prompt noti c e of any suc h liability , claim or la wsuit w hi c h Client con tend s is the s ubj ec t matter of SS A ' s indemnification and SSA thereupon sh all be granted the right to take a ny and all necessary a nd proper action , a t it s so le cost and e x pens e, with respect to s uch liability, cla im and law s uit, including the ri g h t to settl e , compromi s e or dispose of such liability , claim or lawsuit , ex cepting th erefro m any and all proceedings or hearings b e fore a n y r e g ulatory bodies and / or authorities.
The ind em nification provi sions contained in this Section 10 a r e in a d dition to any other rights
or remedies wh ich e ither party hereto may have with r espe c t to the other or hereunder.
General Provisions.
Entire Agreement. This Agreement between Client and SSA c onstitute s the ent ire agreeme nt between and under s tandings of the parties hereto, and supe rs ed e s any and all previous agreements and understandin g s, whether oral or written, b e tween the parti e s with r e s pect to the matters set forth herein.
Notice. Any notice or communication permitted or required hereunder sha ll be in writing and
deemed sufficiently given if hand-delivered (I) five (5) calendar days after being s e nt postage prepaid by regi stered mail, return receipt requested; or (ii) one (1) business day after being sent via facsimile with confirmatory notice by U.S. mail, to the r e s pective pa rtie s as se t forth abo ve, or to such other address as eith e r party m ay notify the other in wr i ting.
Binding Nature. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their r e s pective successors, le ga l representatives and assigns. All materials generated pur s uant to Section 1 or otherwise produced by SSA for and on behalf of Client during the Term of this Agreement s h a ll be the sole and exclusive property of Client.
Counterparts. This Agreement may be executed by any number of counterparts , each of
w h i c h together sha ll constitute the same original document.
Amendments. No provi s ions of the Agreement may be amended, modified or waived, except
in writing signed by all parties hereto.
As s ignment. This Agreement cannot be assigned or delegated, by either p arty, without the prior written consent of the party to be charged with suc h assignment or delegation, and any unauthorized assignments shall be null and void without effect and shall immediately termina t e the Agreement.
g. Applicable Law. This Agreement shall b e construe d in accordance with an d governed by the laws of the State of California, without giving effect to it s conflict of law principles. The partie s hereby ag r ee t h at my di s put e(s) or cl aim(s) with r e spect to th is Agr e ement of the perform a nce of any obligations thereunder , s hall be settled by arbitration a nd commenced a nd adjudicated und er the rules of the American Arbitration A ssociation. The arbitr a tion shall take plac e in l .o s Angeles, Californ i a if commenced by either party . The arbitration shall be conducted before a panel o f thr ee (3) arbitrators, one appointed by each of the parties and the third selected by th e two a p poin t e d a rbitrators. The arbitrators in a ny arbitration proceeding to e nf orce thi s Agreement s hall allocate the reasonable attorney’s fees, among o n e or both parties in such proportion as the arbitrator s shall determine repre sen ts ea ch p a rty' s liability hereunder. The decis ion of the arbitrator s hall b e final and binding and m a y be entered into any court having proper jurisdiction to obtain a judgment for the prevailing party. In any proceeding to e nfo r ce an arbitration awa r d , the prev ailing party in s uch proceeding shall ha ve th e right to coll ec t f r om t he non-prevailing party, its r easo nable fee s and expenses incurred in enfo rcing the arbitration awa rd (including, w ithout limitation, reasonab l e attorney's fees) .
If you are in agreement with the for e goi n g, please execute two copies of this Agreem e nt in the space
provided below and return them to the unde r signed.
ACCEPTED AN D AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN
Very truly yours,
By://s/Steven Antebi
Steven Antebi
EG PI Firecreek, Inc.
By:/s/Dennis R Alexander
Dennis Alexander,
CEO, President & Chairman of the Board.