Unassociated Document


     

    
      Exhibit
10.3

    

    RIGHT OF
FIRST REFUSAL AGREEMENT

    


    THIS RIGHT OF FIRST REFUSAL AGREEMENT
(this “Agreement”) is entered into effective as of May 18, 2009, by and between
FIRECREEK PETROLEUM, INC., a Delaware corporation (“FPI”), and EGPI Firecreek,
Inc., a Nevada corporation (“EGPI”).

    


    R E C I T
A L S :

    


    A.           EGPI
has this day assigned and transferred to Firecreek Global, Inc., a Delaware
corporation, all of the issued and outstanding shares of the capital stock in
FPI.

    


    B.           As
a wholly owned subsidiary of EGPI, FPI previously was involved in seeking
international oil and gas opportunities in certain overseas countries. In
connection with the assignment and transfer of the issued and outstanding shares
of the capital stock in FPI, it was agreed that FPI would grant a right of first
refusal to EGPI in the event that the prior activities of FPI during the time it
was a subsidiary of EGPI should lead to obtaining and closing on any such oil
and gas opportunities.

    


    C.           This
Agreement is entered into to evidence the terms and conditions governing the
right of first refusal granted by FPI to EGPI.

    


    A G R E E
M E N T :

    


    NOW THEREFORE, in consideration of the
mutual covenants set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, FPI
and EGPI agree as
follows:

    


    1.           Definitions.

    


    (a)           “Covered
Country” means Kazakhstan, Ukraine, Libya, Turkey, Romania or
Russia.

    


    (b)           “Covered
Project” means an oil or gas exploration or development project which is or will
be situated in a Covered Country, and which is an exploration and development
project created, developed or promoted by FPI for its own account. Service
Projects are expressly excluded from the definition of Covered
Projects.

    


    (c)           “Person”
means an individual, a corporation, a partnership, a joint venture, a limited
liability company, a trust, an estate or another form of entity or
organization.

    


    (d)           “Service
Project” means an oil or gas exploration or development or
rehabilitation  project with respect to which FPI (i) will act as
contracted operator or contracted technical advisor, or perform services
(including, without limitation, technical services, advisory services and broker
services) and receive cash or other compensation for such services, and (ii)
will not be required to make an investment of funds to acquire or earn an
ownership interest in the project (other than the expenditure of funds to cover
pre-closing travel-related expenses during the process of negotiating the terms
of participation in the project).

    


    2.           Grant of Right of First
Refusal. Subject to the terms, conditions, provisions and definitions of
this Agreement, FPI grants to EGPI the right of first refusal to participate in
Covered Projects, the opportunity for which arises after the date hereof and
during the period of time ending on the date which is two (2) years after the
date hereof, on the following basis:

    


    (a)           If
FPI is offered the opportunity to participate in a Covered Project, then FPI
shall offer to EGPI, in the manner stated herein, the right of first refusal to
participate in such Covered Project to the extent of one-half (1/2) of the
interest offered to FPI; provided that all services to be performed in
connection with any Covered Project, whether as contract operator or otherwise,
and all compensation to be paid in respect of such services, shall remain solely
with FPI, and EGPI’s right of first refusal shall extend only to the right or
opportunity to invest in and own an interest in the Covered Project (whether
directly or indirectly) in the same manner as FPI and to the extent of the said
one-half (1/2) of the interest offered to FPI.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)           Upon
receiving a bona fide offer to participate in a Covered Project, FPI shall
provide written notice (the “Terms Notice”) of the opportunity and details of
the Covered Project to EGPI, including potential costs and benefits to the
extent such information has been provided to FPI, whereupon EGPI shall have the
right of first refusal stated herein to participate in such Covered Project on
the basis stated herein for a period of ninety (90) days after EGPI’s receipt of
the Terms Notice (the “Right of First Refusal Period”).

    


    (c)           EGPI
must exercise its right of first opportunity, if at all, by written notice given
to and received by FPI within the Right of First Refusal Period.

    


    (d)           FPI
and EGPI shall use good faith efforts to complete any agreements and related
documentation for such Covered Project within thirty (30) days after the
expiration of the Right of First Refusal Period (the “Agreement Period”). If
either EGPI does not give notice of its exercise of its right to participate in
such Covered Project prior to the expiration of the Right of First Refusal
Period, or EGPI and FPI cannot, acting in good faith, complete the required
agreements and related documentation prior to the expiration of the Agreement
Period, then it will be deemed that EGPI has elected not to invest in such
Covered Project; provided, however, if the structure or terms of such Covered
Project shall thereafter materially change such that the economics of such
Covered Project are materially different than the terms first presented to EGPI
in the Terms Notice, then (i) FPI shall notify EGPI of such new terms, (ii) EGPI
shall have a new Right of First Refusal Period from receipt of such new notice
to exercise its right of first refusal to invest in such revised Covered
Project, and (iii) there shall be a new Agreement Period following EGPI’s
exercise of its right of first refusal during such new Right of First Refusal
Period.

    


    (e)           EGPI’s
right of first refusal as stated herein shall continue in effect with respect to
each Covered Project that FPI may hereafter be offered until the expiration of
the said two (2) year period which commences on the date hereof, regardless of
whether EGPI fails to participate in a Covered Project offered to EGPI during
such time period.

    


    (f)           In
the event that EGPI elects to participate in a Covered Project pursuant to the
terms and conditions hereof, EGPI shall reimburse FPI for one-half (1/2) of
FPI’s costs in obtaining and closing on such Covered Project, such reimbursement
to be made at the time of such closing.

    


    3.           Notices. All notices,
demands, requests or other communications that may be or are required to be
given, served or sent by either party to the other party pursuant to this
Agreement shall be in writing and shall be mailed by first class, registered or
certified mail, return receipt requested, postage prepaid, or transmitted by
hand delivery, telegram or facsimile transmission addressed as set forth on the
signature pages hereof. Each party may designate by notice in writing a new
address to which any notice, demand, request or communication may thereafter be
so given, served or sent. Each notice, demand, request or communication that is
mailed, delivered or transmitted in the manner described above shall be deemed
sufficiently given, served, sent and received for all purposes at such time as
it is delivered to the addressee with the return receipt, the delivery receipt,
the affidavit of messenger or (with respect to a facsimile transmission) the
answer back being deemed conclusive evidence of such delivery or at such time as
delivery is refused by the addressee upon presentation.

    


    4.           Governing Law. This
Agreement shall be governed and construed in accordance with the laws of the
State of Texas.

    


    5.           Entire Agreement.
This Agreement constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof and supersedes all other contemporaneous
contracts and understandings between them with respect thereto.

    


    6.           Invalid Provision. If
any provision of this Agreement is held invalid, unenforceable or illegal, the
remainder of this Agreement shall not be affected thereby and shall continue in
full force and effect.

    


    7.           Counterpart
Execution. This Agreement 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF, the parties hereto
have executed this Agreement below as of the date first stated
above.

    
       

      
        
          
            	 	
                    FIRECREEK
      PETROLEUM, INC.

                  	 
	 	 	 	 
	
                  	
                    By:
      

                  	

                    /s/
      John R. Taylor

                  	 
	 	 	
                    Chief
      Executive Officer

                  	 
	 	 	 	 
	 	Address
      for Notices: 	 
	 	 	 	 
	 	6777 Camp Bowie Blvd., Suite
      332	 
	 	Fort
      Worth, Texas 76116 	 


          

           

        

      

    

    
       

      
        
          	 	EGPI
      FIRECREEK, INC.	 
	 	 	 	 
	
                	
                  By:
      

                	/s/
      Dennis R. Alexander	 
	 	 	Chief
      Executive Officer	 
	 	 	 	 
	 	Address
      for Notices:	 
	 	 	 	 
	 	6564 Smoke Tree Lane	 
	 	Scottsdale, Arizona 85253