FUSA Capital Corporation
Corporate Offices:
Suite 000 - 000 Xxxxxxx Xxxxxx - Xxxxxxxxx, XX X0X 0X0
Phone: 000-000-0000 Fax: 000-000-0000
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SUBSCRIPTION AGREEMENT
FUSA CAPITAL CORPORATION UNIT OFFERING
FUSA CAPITAL CORPORATION, A NEVADA CORPORATION (THE "COMPANY"), IS OFFERING FOR
SALE UP TO 60 UNITS (HEREINAFTER "UNITS") OF ITS SECURITIES AT $20,000 PER UNIT
ON A 'BEST EFFORTS" BASIS. A UNIT CONSISTS OF 20,000 SHARES OF THE COMPANY'S
COMMON STOCK $0.001 PAR VALUE ("COMMON STOCK"), AND 20,000 WARRANTS ("WARRANTS")
TO PURCHASE SHARES OF THE COMPANY'S COMMON STOCK. IN ORDER TO CONVERT THE
WARRANTS TO COMMON STOCK, ONE WARRANT IS REQUIRED. THE WARRANTS ARE EXERCISABLE
AT ANY TIME FROM THEIR INITIAL ISSUE DATE UNTIL DECEMBER 31st, 2006, AND EACH
WARRANT ENTITLES THE HOLDER TO PURCHASE ONE SHARE OF THE COMPANY'S COMMON STOCK
AT $2.00 PER SHARE IN CASH.
There is no minimum offering requirement, which must be satisfied in order to
avoid the termination of the offering. The Units will be offered on behalf of
the Company by its officers and directors, who will not be entitled to receive
any commission or other compensation for such efforts.
The offering will continue until all Units offered hereby are sold or until no
later than December 1st, 2005 (unless extended for an additional period, or
terminated earlier in the discretion of the Company). The Units are offered by
exemption from registration pursuant to Rules 505 and/or 506 of Regulation D
under the Securities Act of 1933, as amended and/or under other federal and
state exemptions. Only investors who represent that they are "accredited
investors" (as that term is defined in Rule 501(a) of Regulation D under the
Securities Act of 1933, as amended) and who satisfy certain additional
suitability requirements will be permitted to purchase Units. The Company will
permit (in its sole discretion) the purchase of individual Units and therefore
requires a minimum investment of $20,000.00 to participate in this offering.
Price to Private Investors Commissions at 10% Net Proceeds
(if paid in cash)
Per Unit $20,000 $2 000 $18,000
Total, if 60 Units are sold $1,200,000 $120,000 $1,080,000
*1f Commissions are paid In shares the net proceeds to the Company would be
$1,200,000.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SUBSTANTIAL
DILUTION. THESE UNITS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" AS
THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. THE UNITS MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("COMMISSION") OR BY ANY STATE SECURITIES ADMINISTRATION OR
REGULATORY AUTHORITY.
THE PROCEEDS RAISED HEREUNDER WILL BE ALLOCATED AS FOLLOWS,; $1,030,000 TO
WORKING CAPITAL AND $30,000 TO LEGAL AND ACCOUNTING FOR A TOTAL AMOUNT RAISED OF
$1,080,000. THERE ARE NO MATERIAL CHANGES IN THE COMPANY'S AFFAIRS NOT DISCLOSED
IN THE FORM 8-K'S AND THE LATEST FORM 10
KSB, AND FORM 10-QSB (COPIES OF WHICH ARE AVAILABLE AT THE SEC WEBSITE).
1. SUBSCRIPTION. The undersigned hereby applies to purchase the number of units
(the "Units") stated below of the securities of
FUSA Capital Corporation, a
Nevada corporation (the Company"), such purchase being made in accordance with
the terms and conditions of the Private Placement Summary, dated, December 8,
2004 (the "Summary"), pursuant to which the Units have been offered to the
undersigned. The Company shall have the right, exercisable in its sole and
absolute discretion to accept subscriptions in any order it may determine and to
reject any subscriptions.
2. REPRESENTATIONS BY UNDERSIGNED. The undersigned represents and warrants as
follows:
(a) The undersigned has reviewed a the form 8-K's and copy of the latest Q and K
filed by the Company (available at the SEC website), and has read and analyzed,
and is familiar with the 8-K's, K and Q and the documents attached thereto as
Exhibits;
(b) The undersigned acknowledges and understands that no U.S. federal or state
agency; nor any governmental agency of any other jurisdiction, has made any
recommendation or endorsement of the Units;
(c) The undersigned acknowledges and understands that no less than one Unit must
be purchased by the undersigned for a minimum investment of $20,000;
(d) The undersigned recognizes that the acquisition of the Units as an
investment involves a high degree of risk;
(e) The undersigned acknowledges and understands that there are imposed
substantial restrictions on the resale, assignment or transfer of the Units and
the shares of Common Stock and the Warrants (including the Common Stock into
which the Warrants are convertible) which comprise the Units, and that it may
not be possible to readily liquidate the investment of the undersigned in any of
the securities;
(f) The undersigned has a net worth, which is at least 10 times greater than the
amount of the investment amount subscribed for;
(g) The undersigned, by virtue of his own investment acumen and business
experience, or together with the Offeree Representative named below, if any (the
"Offeree Representative"), is capable of evaluating the risks and merits of
investing in the Units;
(h) If an individual, the undersigned, is 18 years of age or over and is a bona
fide resident of the state set forth in the residence address which such
individual has set forth below;
(i) The undersigned is purchasing Units for the undersigned's own account, for
investment purposes and not with a view to or for any distribution or
fractionalization thereof;
(j) All documents and additional information requested by the undersigned have
been made available to the undersigned and any Offeree Representative;
(k) The undersigned is capable of bearing the high degree of economic risk
associated with an investment in the Units, including the possible complete loss
of all contributed capital;
(l) All of the representations of the undersigned herein are true and accurate,
and that the Company and the officers and directors of the Company (collectively
"Management) will and may, without further investigation, rely on such
representations.
3. LIMITATION ON TRANSFER. The Units, the Common Shares and the
Warrants which comprise the Units, may be sold, pledged, assigned. hypothecated
or otherwise transferred, with or without consideration, only if, in the opinion
of counsel satisfactory to the Company, the proposed transfer may be effected
without registration under the Securities Act of 1933 and applicable state
securities laws, unless the Units are registered under the Securities Act of
1933 and appropriate state securities laws. Each certificate evidencing such
securities shall be stamped or otherwise imprinted with a conspicuous legend in
substantially the following form:
"The Securities represented by this Certificate are subject to restrictions on
transferability, and shall not be sold; pledged, hypothecated, or otherwise
transferred, whether or not for consideration, except upon registration under
the Securities Act of 1933 and appropriate state securities laws, or if the
Company receives an opinion of counsel satisfactory to the Company that such
transfer shall not be in violation of the Securities Act of 1933, and applicable
state securities law."
The undersigned further specifically acknowledges the restrictions on resale,
transfer or assignment of the securities as set forth in the Summary, the
exhibits thereto, and as otherwise herein.
4. SPECIAL TRANSFER RESTRICTIONS. If I am a resident of the State of
Maryland, I will not resell any of these securities unless they are registered
or qualify for an exemption from registration under the Maryland Securities Act,
Corporations and Associations Article, ss.11-602.
5. PAYMENT OF SUBSCRIPTION. The amount of the undersigned's subscription
is set forth below and the undersigned encloses payment of such amount herewith
by a check or cashiers check made to:
FUSA Capital Corporation. The undersigned
hereby authorizes and directs the officers and directors of the Company to
deliver this Subscription Agreement to the Company's account and pay the funds
delivered herewith to the Company's account, to the extent that the
undersigned's subscription has been accepted. The undersigned recognizes that if
the subscription is rejected in. whole, the funds delivered herewith will be
returned to the undersigned as soon as practicable without interest or
deduction, which investment is subject to the discretion of the officers and
directors of the Company. If the undersigned's subscription is rejected in part,
the funds delivered herewith will, to the extent the subscription is so
rejected, be returned to the undersigned as soon as practicable without interest
or deduction.
6. CONTINUING ACCURACY OF REPRESENTATIONS. The undersigned agrees to
notify the Company immediately if any of the foregoing statements made herein
shall become untrue. Until such notification is given, the Company and their
officers and directors will be entitled to rely on the accuracy of the
information set forth herein.
7. OWNERSHIP. The undersigned's interest will be owned and should be
shown on the Company's records as follows:
(Name)
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8. SUBSCRIPTION QUANTITY. The undersigned does hereby subscribe for Unit
at a price of Twenty Thousand Dollars per Unit,for a total Subscription Price of
$ which amount is enclosed.
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9. INVESTOR ACCREDITATION. The undersigned is (please xxxx as
appropriate):
- A natural person with a net worth exceeding $1,000,000 jointly with spouse;
- A director, member of the Board of Advisors, or executive officer of the
Company;
- A natural person with income exceeding $200,000 for each of the last two
years who expects this year's income to exceed $200,000;
- A natural person whose joint income with his/her spouse has exceeded
$500,000 in each of the last 2 years who expects this year's joint income
with spouse to exceed $500,000;
- A bank, insurance company, registered investment company or business
development company;
- A broker or dealer registered pursuant to Section 20 of the Securities
Exchange Act of 1934;
- A private business development company as defined in Section 202(a)(22) of
the Investment Advisors Act of 1940;
- An organization described in Section 501(C)(3) of the Internal Revenue Code
with assets exceeding $5,000,000;
- A corporation, Massachusetts or similar business trust, or partnership,
not formed for the specific purpose of acquiring the Shares, with total
assets in excess of $5,000,000;
- An employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, if the investment decision is made
by a plan fiduciary, as defined in Section 3(21) of such Act, which is
either a bank, savings and loan Association, insurance company, or
registered investment advisor;
- An employee benefit plan, within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, which has total assets in excess of
$5,000,000;
- An employee benefit plan, within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, which is a self-directed plan,
with investment decisions made solely by persons to whom one of the
paragraphs set forth above in this Section apply;
- A trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the Units, whose purchase is directed by a
person who, either alone or with his purchaser representative, has such
knowledge and experience in financial and business matters that such person
is capable of evaluating the merits and risks of an investment in the
Shares;
- An organization described in Section 501(C)(3) of the Internal Revenue Code
with assets exceeding $5,000,000;
- An entity in which all of the equity owners meet at least one of the
foregoing criteria.
- None of the above.
10. INDEMNIFICATION. The undersigned hereby agrees and warrants that the
undersigned has made representations and warranties contained in this
Subscription Agreement to the Company and their officers and directors, and the
undersigned agrees to indemnify, hold harmless and pay all judgments of and
claims against the Company and their officers and directors from any liability
or injury, including, but not limited to, that arising under U.S. federal or
state securities laws, incurred as a result of any misrepresentations or any
warranties not performed by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement
This day of 2005.
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(Name of Subscriber) (Social Security or Tax ID Number)
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(Name of Additional Subscriber, (Social Security or tax ID Number of
if more than one) Additional Subscriber)
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(Residence Address) (Mailing Address if different from
Residence Address)
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(City and State) (Zip code) (City and State) (Zip code)
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(Home Telephone Number and Area Code) (Business Telephone Number and Area Code)
Form of Ownership:
(CIRCLE ONE)
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Individual JT/WROS Tenants in Community Custodian
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Trustee
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Ownership (all parties must sign) Common Property
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(Both parties must sign) (One signature required)
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(Authorized Signature of Subscriber) (Authorized Signature of Additional
Subscriber)
Agreed and Accepted this day 2005.
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FUSA Capital Corporation
By: Authorized Officer
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