Common use of Subscription Procedures Clause in Contracts

Subscription Procedures. In order to purchase Shares, Subscriber shall: (i) deliver via e-mail to the Company at ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ one completed and duly executed copy of this Agreement, and (ii) for US investors, one completed and duly executed Accredited Investor Questionnaire in the 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 “Escrow Account” maintained by Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the “Escrow Agent”) for this offering) payment for the Shares in an amount 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 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. 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, in whole or in part, in its sole discretion, or rejected by the Company. If this Agreement is accepted only in part, Subscriber agrees to 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 other consideration tendered herewith will be promptly returned to Subscriber, without interest or deduction 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 (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 SharesDebentures, each Subscriber shall: (i) deliver via e-mail to must complete and execute this Subscription Agreement and the Company at ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ one completed and duly executed copy of this Agreement, and (ii) for US investors, one completed and duly executed Accredited Investor Questionnaire in the 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 accompanying investor questionnaire (the “Escrow Account” maintained by Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (Questionnaire”). In addition, the “Escrow Agent”) for this offering) Holder, as defined herein, must make a payment for the Shares in an 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 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 thirty percent (30%) of this Agreement shall constitute an irrevocable subscription for 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 any dividends paid by the Company. The Shares subscribed 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 will not be deemed to be issued to, treaty benefits in the form of a lower rate of withholding tax on interest or owned by, Subscriber until dividends. Payment of the Company has executed this Agreement. The Aggregate Purchase Price tendered by Subscriber full subscription amount will be held made by wire transfer by Dutchess Private Equities Fund, LTD (the Escrow Agent pending acceptance “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 this Agreement a subscription, subscription funds will be returned by the Company and the closing of Subscriber’s purchase of Shares. This Agreement will either be accepted by the Company, in whole or in part, in its sole discretion, or rejected by the Company. If this Agreement is accepted only in part, Subscriber agrees to 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 other consideration tendered herewith will be promptly returned to Subscriber, without interest or deduction 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 revocablecharges.

Subscription Procedures. In order to purchase SharesUpon execution of this Subscription Agreement, Subscriber shall: (i) deliver via e-mail to or as soon thereafter as practicable, the Company at ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ one completed and duly executed copy of this Agreement, and (ii) for US investors, one completed and duly executed Accredited Investor Questionnaire in will cause certificates representing the 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 “Escrow Account” maintained by Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the “Escrow Agent”) for this offering) payment for the Shares in an amount 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 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. The Shares subscribed for will not be deemed Securities to be issued to, or owned by, Subscriber until to the Company has executed this AgreementSubscriber. The Aggregate Purchase Price tendered by Subscriber will be held by the Escrow Agent pending acceptance or rejection of this Agreement Units are being offered by the Company pursuant to Section 4(2) of the Securities Act and Regulation D thereunder only to “accredited investors” as such term is defined under Regulation D of the closing Securities Act. The Company will advise the Subscriber, on a timely basis after receipt of an executed Subscription Agreement, whether the Subscriber’s purchase of Shares. This Agreement will either be subscription has been accepted by the Company, in whole or in part, in its sole discretion, or rejected by the Companyrejected. If this Agreement the subscription is accepted only in partrejected, Subscriber agrees to purchase such smaller amount of Shares as the Company determines to sell to a Subscriber. If this Agreement is rejected for any reason, this Agreement and all ’s funds or other consideration tendered herewith will be promptly returned to Subscriberthe Subscriber as promptly as practicable, without interest or deduction of any kinddeduction, and this Agreement the subscription will be void canceled and will be of no further force or effect. Until If this subscription is rejected, the Subscriber agrees to return to the Company elects to accept this Subscription Agreement and all other documents concerning the sale of the Units. The Subscriber may not withdraw its subscription or reject 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, since each Subscriber will be subject to certain restrictions on the sale, transferor, and disposition of the Units as set forth in the Subscription Agreements, a Subscriber must be prepared to bear the economic risk of an investment in the Securities for an indefinite period of time. A Subscriber will not be permitted to transfer or dispose of the Securities, unless they are registered or unless such transaction is exempt from registration under the Securities Act and other applicable securities laws, and in the case of a 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 Units will bear a legend relating to such restrictions on transfer. Officers, directors and employees of the Company and/or the Financial Advisor (defined below) may purchase Units in the Offering, which purchases may be used to satisfy the minimum Offering amount. Subscriptions are not binding on the Company until it accepts them. The Company may refuse any subscription is revocablefor any reason by giving written notice to the Subscriber by personal delivery or first-class mail. In the Company’s sole discretion, it may establish a limit on the purchase of Units by a particular Subscriber. The Company reserves the right to withdraw this Offering at any time prior to acceptance of the subscriptions received. Subscribers may purchase partial Units upon the consent of the Company and the Financial Advisor.

Subscription Procedures. Convertible Debentures (the “Debentures”) and Warrants to Purchase Common Stock (“Warrants”, together with the Debentures, the “Securities”) of MassRoots, Inc., Delaware 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(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated under the Securities Act. In order to purchase SharesSecurities, each Subscriber shall: (i) deliver via e-mail to must complete and execute this Subscription Agreement and the Company at ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ one completed and duly executed copy of this Agreement, and (ii) for US investors, one completed and duly executed Accredited Investor Questionnaire in the 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 accompanying investor questionnaire (the “Escrow Account” maintained by Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (Questionnaire”). In addition, the “Escrow Agent”) for this offering) Holder, as defined herein, must make a payment for the Shares in an 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 Securities. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber and/or its advisors. If the Holder is a foreign person or foreign entity, the Holder may be subject to a withholding tax 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 thirty percent (30%) of this Agreement shall constitute an irrevocable subscription for 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 any dividends paid by the Company. The Shares subscribed 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 will not be deemed to be issued to, treaty benefits in the form of a lower rate of withholding tax on interest or owned by, Subscriber until dividends. Payment of the Company has executed this Agreement. The Aggregate Purchase Price tendered by Subscriber full subscription amount will be held made by wire transfer by ____________ (the Escrow Agent pending acceptance “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 this Agreement a subscription, subscription funds will be returned by the Company and the closing of Subscriber’s purchase of Shares. This Agreement will either be accepted by the Company, in whole or in part, in its sole discretion, or rejected by the Company. If this Agreement is accepted only in part, Subscriber agrees to 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 other consideration tendered herewith will be promptly returned to Subscriber, without interest or deduction 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 revocablecharges.

Subscription Procedures. In order to purchase SharesTo 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 shall: (iClosing Deliverables”) deliver via e-mail prior to the Company at ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ one completed and duly executed copy applicable Closing. On delivery of this Agreement, and (ii) for US investors, one completed and duly executed Accredited Investor Questionnaire in the form attached hereto as Exhibit A, along with the Rule 506 Disqualifying Event Questionnaire if the Subscriber is one 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 persons set forth on the cover page to the 506 Disqualifying Questionnaire; and (iii) deposit into the bank account (the “Escrow Account” maintained by Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the “Escrow Agent”) for this offering) payment for the Shares in an amount 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 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. The Shares subscribed for will Company may accept the Subscription at any time on or before the Termination Date. This Subscription Agreement is not be deemed to be issued to, or owned by, Subscriber binding on the Company until the Company has executed this Agreementdate (the “Effective Date”) it is accepted as evidenced by the signature of an officer of the Company. 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, in whole or in part, in its sole discretion, has the right to accept or rejected by reject this Subscription in whole or in part and accept Subscriptions other than in the Companyorder received. If In the event of rejection of this Agreement is accepted only Subscription, or in partthe event that, Subscriber agrees to purchase such smaller amount of Shares as the Company determines to sell to Subscriber. If this Agreement is rejected for any reason, none of the Units are sold (in which case this Subscription Agreement and all funds or other consideration tendered herewith will be deemed to be rejected), the Company will thereafter promptly return or cause to be returned to Subscriberthe Subscriber by mail, a check in the amount paid by the Subscriber in this Offering, without interest thereon or deduction of any kindtherefrom for expenses or otherwise, and this Subscription Agreement will be void and of shall thereafter have no further force or effect. Until If this Subscription is rejected in part, the Company elects funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to accept or reject 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 subscription Signature Page; 4.2.1.4 if the Subscriber is revocablenot 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.