SUBSCRIPTION AGREEMENT
The undersigned hereby subscribes for shares of the Special Common Shares
designated Clarity Fund shares of Clarity Fund, Inc., a Nebraska corporation (hereinafter
referred to as the "Corporation"), at a purchase price of $10 per share. Such shares shall
have an aggregate value of at least $100,000, but shall equal the value of the total of cash
and securities paid or transfered to the Corporation at closing. The undersigned intends to
purchase such shares with cash and securities and agrees that the acceptance of this
subscription is subject to approval by the Corporation and agrees to make payment or
transfer securities for such shares herein subscribed within ten (10) days of the date of
acceptance of this subscription by the Corporation or at such later time upon demand by
the Corporation. Any securities transferred will be valued in accordance with the
Corporation’s pricing policies then in effect.
The undersigned hereby represents and warrants as follows:
a. The undersigned has its principal residence in the State of Iowa.
b. The undersigned is an affiliate of the Corporation’s investment adviser
has such knowledge of the business and financial affairs and possesses a
sufficient degree of sophistication, knowledge and experience in financial and
business matters such that it 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 its own account and with
its own funds and property.
d. The undersigned has been informed in writing, by being provided with
a copy of this Subscription Agreement, that because the shares have not yet
been registered under the Securities Act of 1933, as amended, nor the Securities
Act of Iowa 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 it may not transfer said shares, or
any interest therein, without 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, if any, 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 its rights hereunder are not assignable.
e. That the shares purchased by the undersigned in accordance with this
Subscription Agreement shall be registered in the following manner:
Clarity Fund, LLC
DATED this 8th day of July 2009.
Clarity Fund, LLC, Subscriber
__/s/ Managing Member_________
Clarity Capital Management, Inc.,
Manager
By:
____/s/_______________________
Xxxxxxx X. Xxxxxx, President
ACCEPTANCE OF SUBSCRIPTION
The above Subscription is hereby accepted this 8th day of July 2009.
By:
_______/s/____________________
Xxxxxxx X. Xxxxxx, President
