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 xxxx@xxxxxxxxxxxxxxxxxxx.xxx 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 Xxxx Xxxxxxx 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 of FTS Apparel, Inc. (the “Debentures”) of EGPI Firecreek, Inc., a Nevada corporation (the “"Company”") are being offered pursuant to this Subscription Agreement (this “Subscription Agreement”the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the “Securities "1933 Act”") and Rule 506 of Regulation D promulgated under the Securities 1933 Act. In order to purchase Debentures, each Subscriber subscriber must complete and execute this Subscription Agreement and the accompanying investor a questionnaire (the “"Questionnaire”") and a subscription agreement (the "Subscription Agreement"). In addition, the Holder, as defined herein, subscriber must make a payment to an escrow fund for the amount being subscribed for hereunder directly to the Companypurchased. 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 Purchaser 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 you are a foreign person or foreign entity, the Holder you 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 tax you 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 must be made by wire transfer by Dutchess Private Equities Fundto Jxxxxx X. XxXxxxx, LTD Esq. (the “Holder”"Escrow Agent") 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 Escrow Agent without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT To: FTS APPAREL, INC. ----------------- This Subscription Agreement is made between FTS APPAREL, INC., a Colorado corporation, (the "Company"), and the undersigned prospective purchaser ("Purchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures"). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to $400,000 of Debentures. The Offering is limited to accredited investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

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.

Subscription Procedures. Convertible Debentures Upon request by a prospective investor, we will deliver a volume of the documents (the “"Subscription Documents"), that a prospective investor will be required to complete and execute in order to be considered as a purchaser of our Debentures”) of EGPI Firecreek. The Subscription Documents will consist of, Inc.among other possible documents, a Nevada corporation (the “Company”) are being offered pursuant to this Subscription Agreement (this “Subscription Agreement”), a Registration Rights Agreement and a Confidential Purchaser Questionnaire that will require a prospective investor to certify, among other things, that (i) the prospective investor is an accredited investor; (ii) the prospective investor's total investment in our Debentures will not represent more than ten percent of the prospective investor's net worth; and (iii) any Debentures to be purchased by the prospective investor will be purchased for the prospective investor's own account, for investment and not with a view to resale or distribution thereof. This offering If the prospective investor determines to purchase Debentures offered hereby, the prospective investor must return to us the prospective investor's copy of the Subscription Documents) each of which shall have been duly completed and signed. At that time, the prospective investor must also remit by certified check or wire transfer (to an escrow account specified by us) an amount equal to the purchase price of the Debentures that the prospective investor wishes to purchase. We will review the Subscription Documents and determine whether to accept the subscriptions proposed thereby. If a subscription is being made accepted, we will so notify the prospective investor and the purchase price will remain deposited in accordance escrow at a bank until the closing for the subscribed Debentures. If the subscription is not accepted, the Company will so notify the prospective investor and will return the prospective investor's funds, as soon as practicable. Funds held in escrow will not bear interest. We may, in our sole discretion, reduce each prospective investor's requested number of Debentures by any amount without any prior notice to or consent by any prospective investor. In this event, each prospective investor's funds in excess of the purchase price for Debentures issued to the investor will be returned as soon as practicable following the closing date. We may agree to hold more than one closing with respect to the exemptions from registration Debentures offered hereby. There will be no minimum aggregate number of Debentures required to be sold at the initial closing or any subsequent closing. The initial closing and any subsequent closings will be held at times and places and on dates selected by us and any Placement Agent, provided under Section 4(2that no closing will be held after January 10, 2005, unless this Offering is extended by us as permitted herein. CLOSING CONDITIONS Each prospective investor will not be deemed to have purchased any Debentures until such time as all of the following conditions to closing have occurred: (i) the purchase price for the Debentures has been delivered to us; and (ii) closing documents in form and substance satisfactory to the us and our counsel, Gardere Wynne Sewell, L.L.P., have been executed and delivered. AVAILABLE INFORMATION We are subject to the informational requirements of the Securities Exchange Act of 19331934, as amended (the “Securities "Exchange Act”) "), and Rule 506 of Regulation D promulgated under in accordance therewith files periodic reports, proxy statements and other information with the Securities Act. In order to purchase Debentures, each Subscriber must complete and execute this Subscription Agreement and the accompanying investor questionnaire Exchange Commission (the “Questionnaire”"Commission"). In additionSuch reports, proxy statements and other information may be inspected and copies made at 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 public reference facilities maintained by the CompanyCommission at Room 1024, which shall not occur until the Company has returned the signed “Company Signature Page”Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20000 xxx xx xxx xxxxxxal xxxxxxx xx xxx Xxxxxxxxxx. The Questionnaire is designed to enable the Holder to demonstrate the minimum legal requirements under federal Xx xxxxxxxx, xxxxxxxxtion statements 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 certain other documents filed with the Conduct of Commission through its Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system are publicly available through the Commission's site ox xxx Internet's World Wide Web, located at http://www.sec.gov. Nevertheless, before December 2003, we xxxx xx xxxxxxxx, publicly-held corporation pursuing a Trade or business combination with a privately held company. See "Business in the United States” or I.R.S. Form 1001 “Ownership Exemption or Reduced Trade Certificate”- Our History." Consequently, claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment our filings available through EDGAR as of the full subscription amount will be made by wire transfer by Dutchess Private Equities Funddate of this Memorandum do not describe our prxxxxx business and operations or any of our prospects since the date of our acquisitions of RGIS, LTD (RGRM and RG. This Memorandum has not been filed with the “Holder”) on Commission or prior to any other federal or state agency or regulatory body. Neither the closing per Commission nor any other federal or state agency or regulatory body has passed upon the wire instructions that will be established. In the event accuracy or adequacy of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Company without interest or chargesthis Memorandum.