SUBSCRIPTION AGREEMENT
The undersigned hereby subscribes for 100,000 shares of the common stock
of Lifetime Achievement Fund, Inc., a Maryland corporation (hereinafter referred
to as the "Corporation"), at a purchase price of $1.20 per share or a total
purchase for all shares subscribed for hereunder of $120,000.00. The undersigned
understands and agrees that the acceptance of this subscription will be subject
to approval by the Corporation and agrees to make payment in cash for such
shares herein subscribed for within ten (10) days of the date of acceptance of
this subscription by the Corporation.
The undersigned hereby represents and warrants as follows:
a. The undersigned has his principal residence in the State of
Nebraska.
b. The undersigned has such knowledge of the business and
financial affairs of the Corporation and possesses a sufficient
degree of sophistication, knowledge and experience in financial
and business matters such that he is capable of evaluating the
common stock of the Corporation and the economic risks of
acquiring the same.
c. The purchase of the shares of common stock of the Corporation
is being made for investment and not with a view to the resale
or distribution of such shares within the meaning of the
Securities Act of 1933, as amended, and such shares are being
acquired by the undersigned for his own account and with his
own funds and no other person has a direct or indirect
beneficial interest in such shares.
d. The undersigned has been informed in writing, by being provided
with a copy of this Subscription Agreement, that because the
shares for which he is subscribing have not yet been registered
under the Securities Act of 1933, as amended, nor the
Securities Act of Maryland or Nebraska, and because the
Corporation may not successfully effect such registration, the
undersigned may have to continue to bear the economic risk of
the investment in such shares for an indefinite period.
e. The undersigned understands that he may not transfer said
shares, or any interest therein, without compliance with the
provisions of any existing Stock Purchase Agreement, including
the delivery to the Corporation of an opinion of counsel
satisfactory to the Corporation to the effect that the transfer
does not violate applicable state or federal securities laws
and that it is possible that he may be unable to make a public
resale of such interest.
The undersigned hereby agrees as follows:
a. That all certificates for the shares of common stock to be
purchased pursuant to this Subscription Agreement and all
certificates in exchange therefor or in replacement thereof shall
contain a legend in substantially the following language:
"These securities have not been registered
under the Securities Act of 1933, as amended, nor
under any applicable state securities law. They
may not be sold, transferred or otherwise
disposed of unless they are registered under the
Securities Act of 1933, as amended, or any
applicable state securities law or unless an
exemption from such registration is then
available in the opinion of counsel satisfactory
to the Corporation."
b. That the Corporation may make a notation in its records or in the
records of any transfer agent with respect to the restriction upon
transferability of the subject shares to be purchased under this
Subscription Agreement.
c. To indemnify the Corporation, its officers, directors and
shareholders and to hold such persons and firm harmless of
liability, costs, or expenses (including reasonable attorneys'
fees) arising as a result of the sale, transfer, offers for sale
or distribution of the shares to be purchased hereunder by him in
violation of the Securities Act of 1933, as amended, or any other
applicable law.
d. That his rights hereunder are not assignable.
e. That the certificate representing the shares to be purchased by
the undersigned in accordance with this Subscription Agreement
shall be registered in the following manner:
Xxxxxx X. Xxxxxxx
DATED this 3rd day of September, 1999.
Xxxxxx X. Xxxxxxx, Subscriber
/s/Xxxxxx X. Xxxxxxx
-------------------------------------------
Signature of Subscriber
Address:
Telephone Number:
Social Security No.:
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ACCEPTANCE OF SUBSCRIPTION
The above Subscription is hereby accepted this 3rd day of
September, 1999.
LIFETIME ACHIEVEMENT FUND, INC.
By: /s/Xxxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxx, Vice President and
Secretary
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