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.
/s/ Xxxxxxx X. Xxxxxxx
By:------------------------------
Xxxxxxx X. Xxxxxxx, Vice President and
Secretary
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