Common use of Subscription Procedures Clause in Contracts

Subscription Procedures. Convertible Debentures (the “Debentures”) of EGPI Firecreek, Inc., a Nevada corporation (the “Company”) are being offered pursuant to this Subscription Agreement (this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act. In order to purchase Debentures, each Subscriber must complete and execute this Subscription Agreement and the accompanying investor questionnaire (the “Questionnaire”). In addition, the Holder, as defined herein, must make a payment for the amount being subscribed for hereunder directly to the Company. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed “Company Signature Page”. The Questionnaire is designed to enable the Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If the Holder is a foreign person or foreign entity, the Holder may be subject to a withholding tax equal to thirty percent (30%) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax, the Holder must submit a properly executed I.R.S. Form 4224 “Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States” or I.R.S. Form 1001 “Ownership Exemption or Reduced Trade Certificate”, claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment of the full subscription amount will be made by wire transfer by Dutchess Private Equities Fund, LTD (the “Holder”) on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Company without interest or charges.

Subscription Procedures. Convertible Debentures (the “Debentures”) of EGPI Firecreek, Inc., a Nevada corporation (the “Company”) are being offered pursuant to this Subscription Agreement (this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act. In order to purchase DebenturesShares, each Subscriber must complete shall: (i) deliver via e-mail to the Company at ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ one completed and execute duly executed copy of this Subscription Agreement Agreement, and (ii) for US investors, one completed and duly executed Accredited Investor Questionnaire in the accompanying investor questionnaire form attached hereto as Exhibit A, along with the Rule 506 Disqualifying Event Questionnaire if the Subscriber is one of the persons set forth on the cover page to the 506 Disqualifying Questionnaire; and (iii) deposit into the bank account (the “QuestionnaireEscrow Account” maintained by Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the “Escrow Agent”). In addition, the Holder, as defined herein, must make a ) for this offering) payment for the Shares in an amount being subscribed equal to the Aggregate Purchase Price by certified or bank check covering immediately available funds or through wire transmission, which Escrow Account is identified on Exhibit B, or otherwise provided upon request. Execution and delivery of this Agreement shall constitute an irrevocable subscription for hereunder directly to that aggregate principal amount of Shares set forth on the signature page hereto. Receipt of funds wired into the Escrow Account or the deposit of checks into the Escrow Account will not constitute acceptance of this Agreement by the Company. All subscriptions are subject The Shares subscribed for will not be deemed to be issued to, or owned by, Subscriber until the Company has executed this Agreement. The Aggregate Purchase Price tendered by Subscriber will be held by the Escrow Agent pending acceptance or rejection of this Agreement by the Company and the closing of Subscriber’s purchase of Shares. This Agreement will either be accepted by the Company, which shall not occur until the Company has returned the signed “Company Signature Page”. The Questionnaire is designed to enable the Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If the Holder is a foreign person in whole or foreign entityin part, the Holder may be subject to a withholding tax equal to thirty percent (30%) of any dividends paid in its sole discretion, or rejected by the Company. In order If this Agreement is accepted only in part, Subscriber agrees to eliminate purchase such smaller amount of Shares as the Company determines to sell to Subscriber. If this Agreement is rejected for any reason, this Agreement and all funds or reduce such withholding tax, the Holder must submit a properly executed I.R.S. Form 4224 “Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States” or I.R.S. Form 1001 “Ownership Exemption or Reduced Trade Certificate”, claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment of the full subscription amount other consideration tendered herewith will be made by wire transfer by Dutchess Private Equities Fundpromptly returned to Subscriber, LTD (the “Holder”) on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Company without interest or chargesdeduction of any kind, and this Agreement will be void and of no further force or effect. Until the Company elects to accept or reject this Agreement, the Subscriber’s subscription is revocable.

Subscription Procedures. Convertible Debentures To complete a Subscription for the Subscribed for Units, the Purchaser must fully comply with the subscription procedure provided in Subsections 3.2.1 of this Section 3.2 (collectively, the “Subscriber Closing Deliverables”) prior to the applicable Closing. On delivery of the Subscriber Closing Deliverables, the Subscriber will become bound by its terms. Unless otherwise required by applicable laws, the Subscriber may not withdraw or revoke her/his executed Subscription Agreement in whole or in part without the consent of the Company. The Company may accept the Subscription at any time on or before the Termination Date. This Subscription Agreement is not binding on the Company until the date (the “DebenturesEffective Date”) it is accepted as evidenced by the signature of EGPI Firecreek, Inc., a Nevada corporation (the “Company”) are being offered pursuant to this Subscription Agreement (this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided under Section 4(2) an officer of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act. In order to purchase Debentures, each Subscriber must complete and execute this Subscription Agreement and the accompanying investor questionnaire (the “Questionnaire”). In addition, the Holder, as defined herein, must make a payment for the amount being subscribed for hereunder directly to the Company. All subscriptions are subject to acceptance by the The Company, which shall not occur until in its sole discretion, has the Company has returned the signed “Company Signature Page”. The Questionnaire is designed right to enable the Holder to demonstrate the minimum legal requirements under federal accept or reject this Subscription in whole or in part and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If the Holder is a foreign person or foreign entity, the Holder may be subject to a withholding tax equal to thirty percent (30%) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax, the Holder must submit a properly executed I.R.S. Form 4224 “Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business accept Subscriptions other than in the United States” or I.R.S. Form 1001 “Ownership Exemption or Reduced Trade Certificate”, claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment of the full subscription amount will be made by wire transfer by Dutchess Private Equities Fund, LTD (the “Holder”) on or prior to the closing per the wire instructions that will be establishedorder received. In the event of a termination rejection of this Subscription, or in the event that, for any reason, none of the offering Units are sold (in which case this Subscription Agreement will be deemed to be rejected), the Company will thereafter promptly return or cause to be returned to the rejection Subscriber by mail, a check in the amount paid by the Subscriber in this Offering, without interest thereon or deduction therefrom for expenses or otherwise, and this Subscription Agreement shall thereafter have no further force or effect. If this Subscription is rejected in part, the funds for the rejected portion of a subscription, this subscription funds will be returned by the Company without interest or chargesoffset, and this Subscription Agreement will continue in full force and effect to the extent this Subscription was accepted. 4.2.1 Subject to the terms and conditions of this Subscription Agreement, prior to Closing the Subscriber shall deliver to the Company: 4.2.1.1 a fully executed and completed copy of this Subscription Agreement (including all of the information requested of the Subscriber on the Subscriber Signature Page; 4.2.1.2 a fully executed and completed copy of the Registration Rights Agreement (as defined in Section 6) and the Questionnaire annexed thereto; 4.2.1.3 if the Subscriber is a natural person, a copy of Subscribers passport or other government issued identification document reflecting Subscribers jurisdiction of residence as set forth on the Subscriber’s Signature Page; 4.2.1.4 if the Subscriber is not a natural person, a copy of the Subscriber’s organizational documentation and such other documents as the Company may request to substantiate Subscriber’s representation and warranties in Section 2. 4.2.1.5 the Aggregate Purchase Price in accordance with the wiring instructions set forth in Section 3.2.2.

Subscription Procedures. Convertible Debentures (Upon execution of this Subscription Agreement, or as soon thereafter as practicable, the “Debentures”) of EGPI Firecreek, Inc., a Nevada corporation (Company will cause certificates representing the “Company”) Securities to be issued to the Subscriber. The Units are being offered by the Company pursuant to this Subscription Agreement (this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder only to “accredited investors” as such term is defined under Regulation D of the Securities Act. In order The Company will advise the Subscriber, on a timely basis after receipt of an executed Subscription Agreement, whether the Subscriber’s subscription has been accepted or rejected. If the subscription is rejected, a Subscriber’s funds will be returned to purchase Debenturesthe Subscriber as promptly as practicable, each without interest or deduction, and the subscription will be canceled and will be of no further force or effect. If this subscription is rejected, the Subscriber must complete and execute agrees to return to the Company this Subscription Agreement and all other documents concerning the accompanying investor questionnaire sale of the Units. The Subscriber may not withdraw its subscription or any amount paid pursuant thereto except as otherwise provided below. All subscriptions must be made by the execution and delivery of this Subscription Agreement. By executing the Subscription Agreement, each Subscriber will represent, among other things, that (a) it is acquiring the “Securities being purchased by it for its own account, for investment purposes and not with a view towards resale or distribution and (b) immediately prior to the purchase, such Subscriber satisfies the eligibility requirements set forth in the Subscriber’s Questionnaire”). Notwithstanding the foregoing representations, the Company has the right to revoke the offer made herein and to refuse to sell Units to a particular Subscriber for any reason. In addition, the Holder, as defined herein, must make a payment for the amount being subscribed for hereunder directly to the Company. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed “Company Signature Page”. The Questionnaire is designed to enable the Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by since each subscriber. If the Holder is a foreign person or foreign entity, the Holder may Subscriber will be subject to certain restrictions on the sale, transferor, and disposition of the Units as set forth in the Subscription Agreements, a withholding tax equal Subscriber must be prepared to thirty percent (30%) bear the economic risk of any dividends paid by an investment in the CompanySecurities for an indefinite period of time. In order A Subscriber will not be permitted to eliminate transfer or reduce dispose of the Securities, unless they are registered or unless such withholding taxtransaction is exempt from registration under the Securities Act and other applicable securities laws, and in the Holder must submit a properly executed I.R.S. Form 4224 “Exemption from Withholding of Tax on Income Effectively Connected with the Conduct case of a Trade or Business purportedly exempt sale, such Subscriber provides (at its own expense) an opinion of counsel satisfactory to us that such exemption is, in fact, available. Certificates representing the Common Shares, Warrants and Warrant Shares contained in the United States” or I.R.S. Form 1001 “Ownership Exemption or Reduced Trade Certificate”Units will bear a legend relating to such restrictions on transfer. Officers, claiming exemption from withholding or eligibility for treaty benefits directors and employees of the Company and/or the Financial Advisor (defined below) may purchase Units in the form of a lower rate of withholding tax Offering, which purchases may be used to satisfy the minimum Offering amount. Subscriptions are not binding on interest or dividendsthe Company until it accepts them. Payment of the full The Company may refuse any subscription amount will be made for any reason by wire transfer by Dutchess Private Equities Fund, LTD (the “Holder”) on or prior giving written notice to the closing per the wire instructions that will be establishedSubscriber by personal delivery or first-class mail. In the event Company’s sole discretion, it may establish a limit on the purchase of Units by a termination particular Subscriber. The Company reserves the right to withdraw this Offering at any time prior to acceptance of the offering or subscriptions received. Subscribers may purchase partial Units upon the rejection consent of a subscription, subscription funds will be returned by the Company without interest or chargesand the Financial Advisor.