Common use of Eligibility and Subscription Procedure Clause in Contracts

Eligibility and Subscription Procedure. 4.1 The Offering contemplated herein is being made pursuant to exemptions (the "Exemptions") from the registration and prospectus requirements of applicable securities laws. The Issuer will rely on the representations and warranties contained in this subscription to determine the applicability of available Exemptions. 4.2 The Offering contemplated herein is not, and under no circumstances is to be construed as, a public offering of the Shares. The Offering is not being made, and this subscription does not constitute, an offer to sell or the solicitation of an offer to buy the Shares in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. 4.3 Subscribers must complete and execute this subscription (PLEASE SEE THE INSTRUCTIONS LISTED ON THE FACE PAGE HEREOF) and return them to the Placement Agent with a US$ wire transfer that will be payable to XXXXX X. XXXXXXXX, ATTORNEY AT LAW, AS ESCROW AGENT FOR EMPS CORPORATION, in the amount of the applicable subscription funds. 4.4 A subscription will only be effective upon its acceptance by the Issuer. Subscriptions will only be accepted if the Issuer is satisfied that, and will be subject to a condition for the benefit of the Issuer that, the Offering can lawfully be made in the jurisdiction of residence of the Subscriber pursuant to an available Exemption and that all other applicable securities laws have been and will be complied with in connection with the proposed distribution. 4.5 The Issuer reserves the right to accept or reject any subscription in whole or in part. The Issuer shall have no liability whatsoever to any Subscriber in the event that any of the foregoing shall occur.

Eligibility and Subscription Procedure. 4.1 3.1 The Offering contemplated herein is being made pursuant to exemptions (the "“Exemptions"”) from the registration and prospectus requirements of applicable securities lawsApplicable Securities Laws. The Subscriber acknowledges and agrees that the Issuer and its respective counsel will and can rely on the representations representations, warranties, acknowledgments and warranties agreements of the Subscriber contained in this subscription Subscription and otherwise provided by the Subscriber to the Issuer to determine the applicability availability of available ExemptionsExemptions should this Subscription be accepted. 4.2 3.2 The Offering contemplated herein is not, and under no circumstances is to be construed as, a public offering of the SharesSecurities. The Offering is not being mademade as, and this subscription Subscription does not constitute, an offer to sell or the solicitation of an offer to buy the Shares Securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. 4.3 3.3 Subscribers must duly complete and execute this subscription Subscription Agreement together with all applicable Forms hereto (PLEASE SEE THE INSTRUCTIONS LISTED ON THE FACE PAGE HEREOFplease see the Instructions listed on the face page hereof) and return them to the Placement Agent Issuer with payment for the total Subscription price for the subscribed Units by way of a US$ certified cheque, money order or bank draft made payable to the Issuer’s fund collection agent “Novation Solutions Inc.” or by wire transfer that will be payable to XXXXX X. XXXXXXXX, ATTORNEY AT LAW, AS ESCROW AGENT FOR EMPS CORPORATION, in as set out on the amount of the applicable subscription fundsface page hereof. 4.4 A subscription will only 3.4 Subscriptions are irrevocable. Prior to the Closing, the Subscription price for the subscribed Units may be effective upon its acceptance freely used by the Issuer. Subscriptions will only , and such funds shall be accepted if deemed to be a non-interest bearing loan from the Subscriber to the Issuer is satisfied that, and will be subject to a condition for until the benefit issuance of the Issuer that, Units against such funds or the Offering can lawfully be made in the jurisdiction of residence of funds are otherwise returned to the Subscriber pursuant to an available Exemption and that all other applicable securities laws have been and will be complied with in connection with the proposed distribution. 4.5 The Issuer reserves the right to accept or reject any subscription in whole or in part. The Issuer shall have no liability whatsoever to any Subscriber part as provided for in the event that any of the foregoing shall occurArticle 4.

Eligibility and Subscription Procedure. 4.1 3.1 The Offering contemplated herein is being made pursuant to exemptions (the "Exemptions") from the registration and prospectus requirements of applicable securities lawsApplicable Securities Laws. The Subscriber and any Disclosed Principal acknowledges and agrees that the Issuer and its respective counsel will and can rely on the representations representations, warranties, acknowledgments and warranties agreements of the Subscriber and any Disclosed Principal contained in this subscription and otherwise provided by the Subscriber to the Issuer to determine the applicability availability of available ExemptionsExemptions should this subscription be accepted. 4.2 3.2 No Offering Memorandum or other disclosure document has been or will be prepared or distributed in connection with the Offering. 3.3 The Offering contemplated herein is not, and under no circumstances is to be construed as, a public offering of the SharesSecurities. The Offering is not being made, and this subscription does not constitute, an offer to sell or the solicitation of an offer to buy the Shares Securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. 4.3 3.4 Subscribers must duly complete and execute this subscription together with all applicable Forms hereto (PLEASE SEE THE INSTRUCTIONS LISTED ON THE FACE PAGE HEREOFplease see the Instructions listed on the face page hereof) and return them to the Placement Agent Issuer with a US$ wire transfer that will be payable to XXXXX X. XXXXXXXX, ATTORNEY AT LAW, AS ESCROW AGENT FOR EMPS CORPORATION, in payment for the amount of total subscription price for the applicable subscription fundssubscribed Units as instructed on the face page hereof. 4.4 3.5 Subscriptions, once delivered, are irrevocable. 3.6 A subscription will only be effective upon its acceptance by the Issuer. Subscriptions will only be accepted if the Issuer is satisfied that, and will be subject to a condition for the benefit of the Issuer that, the Offering can lawfully be made in the jurisdiction of residence of the Subscriber and any Disclosed Principal pursuant to an available Exemption and that all other applicable securities laws Applicable Securities Laws have been and will be complied with in connection with the proposed distribution. 4.5 3.7 The Issuer reserves is entitled to treat the right subscription proceeds as an interest free loan to accept or reject any subscription in whole or in partthe Issuer until such time as the Subscription Agreement is accepted and the certificates representing the Shares and Warrants have been issued to the Subscriber. The If the funds are wired to the Issuer's lawyers, Xxxxxxxxx Xxxxxx, those lawyers are authorized to immediately deliver the funds to the Issuer shall have no liability whatsoever to any Subscriber in without further authorization from the event that any of the foregoing shall occurSubscriber.

Eligibility and Subscription Procedure. 4.1 ‌ 3.1 The Offering contemplated herein is being made pursuant to exemptions (the "Exemptions") from the registration and prospectus requirements of Applicable Securities Laws, the U.S. Securities Act and applicable state securities laws. The Subscriber and any Disclosed Principal acknowledges and agrees that the Issuer and its counsel will and can rely on the representations representations, warranties, acknowledgments and warranties agreements of the Subscriber and any Disclosed Principal contained in this subscription and otherwise provided by the Subscriber to the Issuer to determine the applicability availability of available ExemptionsExemptions should this subscription be accepted. 4.2 3.2 No offering memorandum or other disclosure document has been or will be prepared or distributed in connection with the Offering. 3.3 The Offering contemplated herein is not, and under no circumstances is to be construed as, a public offering of the SharesSecurities. The Offering is not being made, and this subscription does not constitute, an offer to sell or the solicitation of an offer to buy the Shares Securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. 4.3 3.4 Subscribers must duly complete and execute this subscription together with all applicable Forms hereto (PLEASE SEE THE INSTRUCTIONS LISTED ON THE FACE PAGE HEREOFplease see the instructions listed on the face page hereof) and return them to the Placement Agent Issuer with payment for the total subscription price for the subscribed Units by way of a US$ wire transfer that will be certified cheque, money order or bank draft made payable to XXXXX X. XXXXXXXX, ATTORNEY AT LAW, AS ESCROW AGENT FOR EMPS CORPORATION, in the amount of the applicable subscription funds"NaiKun Wind Energy Group Inc.". 4.4 3.5 The offer made by this subscription by the Subscriber is irrevocable and requires only acceptance by the Issuer (which may be granted in whole or in part) and conditional approval from the Exchange. 3.6 A subscription will only be effective upon its acceptance by the Issuer. Subscriptions will only be accepted if the Issuer is satisfied that, and will be subject to a condition for the benefit of the Issuer that, the Offering can lawfully be made in the jurisdiction of residence of the Subscriber and any Disclosed Principal pursuant to an available Exemption and that all other applicable Applicable Securities Laws and United States federal and state securities laws have been and will be complied with in connection with the proposed distribution.distribution.‌ 4.5 The Issuer reserves 3.7 If a subscriber holds common shares of the right Issuer, a Subscriber is only eligible to accept or reject any subscription in whole or in part. The Issuer shall have no liability whatsoever purchase up to any Subscriber 200% of his/her currently held common shares in the event that any capital of the foregoing shall occurIssuer, should such number of Shares be available for purchase.

Eligibility and Subscription Procedure. 4.1 3.1 The Offering contemplated herein is being made pursuant to exemptions (the "“Exemptions"”) from the registration and prospectus requirements of applicable securities lawsApplicable Securities Laws. The Subscriber acknowledges and agrees that the Issuer and its counsel will and can rely on the representations representations, warranties, acknowledgments and warranties agreements of the Subscriber contained in this subscription Subscription and otherwise provided by the Subscriber to the Issuer to determine the applicability availability of available ExemptionsExemptions should this Subscription be accepted. 4.2 3.2 The Offering contemplated herein is not, and under no circumstances is to be construed as, a public offering of the SharesSecurities. The Offering is not being made, and this subscription Subscription does not constitute, an offer to sell or the solicitation of an offer to buy the Shares Securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. 4.3 3.3 Subscribers must duly complete and execute this subscription Subscription together with all applicable Forms and schedules hereto (PLEASE SEE THE INSTRUCTIONS LISTED ON THE FACE PAGE HEREOFplease see the Instructions listed on the face page hereof) and return them to the Placement Agent Issuer with a US$ payment for the total subscription price for the subscribed Shares by wire in accordance with the wire transfer that will be payable to XXXXX X. XXXXXXXX, ATTORNEY AT LAW, AS ESCROW AGENT FOR EMPS CORPORATION, instructions in the amount of the applicable subscription fundsForm 3. 4.4 3.4 Subscriptions are irrevocable by the Subscriber. 3.5 A subscription Subscription will only be effective upon its acceptance by the Issuer. Subscriptions will only be accepted if the Issuer is satisfied that, and will be subject to a condition for the benefit of the Issuer that, the Offering can lawfully be made in the jurisdiction of residence of the Subscriber pursuant to an available Exemption and that all other applicable securities laws Applicable Securities Laws have been and will be complied with in connection with the proposed distribution. 4.5 . The Issuer reserves the right to accept or reject any subscription this Subscription in whole or in part. The Issuer shall have no liability whatsoever . 3.6 No offering memorandum or other disclosure document has been prepared or will be delivered to any the Subscriber in connection with the event Offering, and the Subscriber hereby expressly acknowledges and confirms that any of it has not received, and has no need for, an offering memorandum or other disclosure document in connection with the foregoing shall occurOffering.

Eligibility and Subscription Procedure. 4.1 3.1 The Offering contemplated herein is being made pursuant to exemptions (the "Exemptions") from the registration and prospectus requirements of applicable securities lawsApplicable Securities Laws. The Subscriber and any Disclosed Principal acknowledges and agrees that the Issuer and its respective counsel will and can rely on the representations representations, warranties, acknowledgments and warranties agreements of the Subscriber and any Disclosed Principal contained in this subscription and otherwise provided by the Subscriber to the Issuer to determine the applicability availability of available ExemptionsExemptions should this subscription be accepted. 4.2 3.2 No Offering Memorandum or other disclosure document has been or will be prepared or distributed in connection with the Offering. 3.3 The Offering contemplated herein is not, and under no circumstances is to be construed as, a public offering of the SharesSecurities. The Offering is not being made, and this subscription does not constitute, an offer to sell or the solicitation of an offer to buy the Shares Securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. 4.3 3.4 Subscribers must duly complete and execute this subscription (PLEASE SEE THE INSTRUCTIONS LISTED ON THE FACE PAGE HEREOFtogether with all applicable Forms hereto ( please see the Instructions listed on the face page hereof ) and return them to the Placement Agent Issuer with a US$ wire transfer that will be payable to XXXXX X. XXXXXXXX, ATTORNEY AT LAW, AS ESCROW AGENT FOR EMPS CORPORATION, in payment for the amount of total subscription price for the applicable subscription fundssubscribed Units as instructed on the face page hereof. 4.4 3.5 Subscriptions, once delivered, are irrevocable. 3.6 A subscription will only be effective upon its acceptance by the Issuer. Subscriptions will only be accepted if the Issuer is satisfied that, and will be subject to a condition for the benefit of the Issuer that, the Offering can lawfully be made in the jurisdiction of residence of the Subscriber and any Disclosed Principal pursuant to an available Exemption and that all other applicable securities laws Applicable Securities Laws have been and will be complied with in connection with the proposed distribution. 4.5 3.7 The Issuer reserves is entitled to treat the right subscription proceeds as an interest free loan to accept or reject any subscription in whole or in partthe Issuer until such time as the Subscription Agreement is accepted and the certificates representing the Shares and Warrants have been issued to the Subscriber. The If the funds are wired to the Issuer's lawyers, Xxxxxxxxx Xxxxxx, those lawyers are authorized to immediately deliver the funds to the Issuer shall have no liability whatsoever to any Subscriber in without further authorization from the event that any of the foregoing shall occurSubscriber.

Eligibility and Subscription Procedure. 4.1 3.1 The Offering contemplated herein is being made pursuant to exemptions (the "“Exemptions"”) from the registration and prospectus requirements of applicable securities lawsApplicable Securities Laws. The Subscriber acknowledges and agrees that the Issuer and its respective counsel will and can rely on the representations representations, warranties, acknowledgments and warranties agreements of the Subscriber contained in this subscription and otherwise provided by the Subscriber to the Issuer to determine the applicability availability of available ExemptionsExemptions should this subscription be accepted. 4.2 3.2 The Offering contemplated herein is not, and under no circumstances is to be construed as, a public offering of the SharesSecurities. The Offering is not being made, and this subscription does not constitute, an offer to sell or the solicitation of an offer to buy the Shares Securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. 4.3 3.3 Subscribers must duly complete and execute this subscription together with all applicable Forms hereto (PLEASE SEE THE INSTRUCTIONS LISTED ON THE FACE PAGE HEREOFplease see the Instructions listed on the face page hereof) and return them to the Placement Agent Issuer with payment for the total subscription price for the subscribed Units by way of a US$ wire transfer that will be certified cheque, money order or bank draft made payable to XXXXX X. XXXXXXXX, ATTORNEY AT LAW, AS ESCROW AGENT FOR EMPS CORPORATION, in the amount of the applicable subscription funds“Siyata Mobile Inc.” 3.4 Subscriptions are irrevocable. 4.4 3.5 A subscription will only be effective upon its acceptance by the Issuer. Subscriptions will only be accepted if the Issuer is satisfied that, and will be subject to a condition for the benefit of the Issuer that, the Offering can lawfully be made in the jurisdiction of residence of the Subscriber pursuant to an available Exemption and that all other applicable securities laws Applicable Securities Laws have been and will be complied with in connection with the proposed distribution. 4.5 . The Issuer reserves the right to accept or reject any this subscription in whole or in part. The Issuer shall have no liability whatsoever . 3.6 No offering memorandum or other disclosure document has been prepared or will be delivered to any the Subscriber in connection with the event Offering, and the Subscriber hereby expressly acknowledges and confirms that any of it has not received, and has no need for, an offering memorandum or other disclosure document in connection with the foregoing shall occurOffering.

Eligibility and Subscription Procedure. 4.1 3.1. The Offering contemplated herein is being made pursuant to exemptions (the "“Exemptions"”) from the registration and prospectus requirements of applicable securities lawsApplicable Securities Laws. The Subscriber acknowledges and agrees that the Issuer and its counsel will and can rely on the representations representations, warranties, acknowledgments and warranties agreements of the Subscriber contained in this subscription Subscription and otherwise provided by the Subscriber to the Issuer to determine the applicability availability of available ExemptionsExemptions should this Subscription be accepted. 4.2 3.2. The Offering contemplated herein is not, and under no circumstances is to be construed as, a public offering of the SharesSecurities. The Offering is not being made, and this subscription Subscription does not constitute, an offer to sell or the solicitation of an offer to buy the Shares Securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. 4.3 3.3. Subscribers must duly complete and execute this subscription Subscription together with all applicable Forms and schedules hereto (PLEASE SEE THE INSTRUCTIONS LISTED ON THE FACE PAGE HEREOFplease see the Instructions listed on the face page hereof) and return them to the Placement Agent Issuer with payment for the total subscription price for the subscribed Shares by way of a US$ wire transfer that will be certified cheque, money order or bank draft made payable to XXXXX X. XXXXXXXX, ATTORNEY AT LAW, AS ESCROW AGENT FOR EMPS CORPORATION, “Xxxxxx LLP in the amount of the applicable subscription fundsTrust.” or by wire transfer. 4.4 3.4. Subscriptions are irrevocable by the Subscriber. 3.5. A subscription Subscription will only be effective upon its acceptance by the Issuer. Subscriptions will only be accepted if the Issuer is satisfied that, and will be subject to a condition for the benefit of the Issuer that, the Offering can lawfully be made in the jurisdiction of residence of the Subscriber pursuant to an available Exemption and that all other applicable securities laws Applicable Securities Laws have been and will be complied with in connection with the proposed distribution. 4.5 . The Issuer reserves the right to accept or reject any subscription this Subscription in whole or in part. 3.6. The Issuer shall have no liability whatsoever No offering memorandum or other disclosure document has been prepared or will be delivered to any the Subscriber in connection with the event Offering, and the Subscriber hereby expressly acknowledges and confirms that any of it has not received, and has no need for, an offering memorandum or other disclosure document in connection with the foregoing shall occurOffering.

Eligibility and Subscription Procedure. 4.1 3.1 The Offering contemplated herein is being made pursuant to exemptions (the "“Exemptions"”) from the registration and prospectus requirements of applicable securities lawsApplicable Securities Laws. The Issuer Subscriber acknowledges and agrees that the Issuer, the Agent and their respective counsel will and can rely on the representations representations, warranties, acknowledgments and warranties agreements of the Subscriber contained in this subscription Subscription and otherwise provided by the Subscriber to the Issuer and the Agent to determine the applicability availability of available ExemptionsExemptions should this Subscription be accepted. 4.2 3.2 The Offering contemplated herein is not, and under no circumstances is to be construed as, a public offering of the SharesSecurities. The Offering is not being made, and this subscription Subscription does not constitute, an offer to sell or the solicitation of an offer to buy the Shares Securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. 4.3 3.3 Subscribers must duly complete and execute this subscription Subscription together with all applicable Forms hereto (PLEASE SEE THE INSTRUCTIONS LISTED ON THE FACE PAGE HEREOFplease see the Instructions listed on the face page hereof) and return them to the Placement Agent with payment for the total Subscription Amount for the subscribed Subscription Receipts by way of a US$ wire transfer that will be certified cheque, money order or bank draft made payable to XXXXX X. XXXXXXXX“Research Capital Corporation”, ATTORNEY AT LAW, AS ESCROW AGENT FOR EMPS CORPORATION, as further described in the amount Section 4.4 of the applicable subscription fundsthis Schedule “A”. 4.4 3.4 Subscriptions are irrevocable. 3.5 A subscription Subscription will only be effective upon its acceptance by the Issuer. Subscriptions will only be accepted if the Issuer is satisfied that, and will be subject to a condition for the benefit of the Issuer that, the Offering can lawfully be made in the jurisdiction of residence of the Subscriber pursuant to an available Exemption and that all other applicable securities laws Applicable Securities Laws have been and will be complied with in connection with the proposed distribution. 4.5 . The Issuer reserves the right to accept or reject any subscription this Subscription in whole or in part. The Issuer shall have no liability whatsoever . 3.6 No offering memorandum or other disclosure document has been prepared or will be delivered to any the Subscriber in connection with the event Offering, and the Subscriber hereby expressly acknowledges and confirms that it has not received, and has no need for, any of disclosure document in connection with the foregoing shall occurOffering.