EXHIBIT 10.2
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of February 18, 2004,
is by and among LTC Properties, Inc., a Maryland corporation (the "Company"),
each Purchaser listed under the heading "Direct Purchasers" on Schedule A (each,
a "Direct Purchaser"), each Investment Adviser listed under the heading
"Investment Advisers" on the signature pages hereto (each, an "Investment
Adviser") who are entering into this Agreement on behalf of themselves (as to
paragraph 5 of this Agreement) and those Purchasers which are a fund or
individual or other investment advisory client of such Investment Adviser listed
under their respective names on Schedule B (each, a "Client"), and each
Broker-Dealer listed on Schedule C (each, a "Broker-Dealer") which is entering
into this Agreement on behalf of itself (as to paragraph 6 of this Agreement)
and those Purchasers which are customers for which it has power of attorney to
sign listed under their respective names on Schedule C (each, a "Customer").
Each of the Customers, Direct Purchasers and Clients are referred to herein as
individually, a "Purchaser" and collectively, the "Purchasers."
WHEREAS, the Purchasers desire to purchase from the Company (or their
Investment Advisers and Broker-Dealers desire to purchase on their behalf from
the Company), and the Company desires to issue and sell to each Purchaser the
number of shares of beneficial interest of the Company's 8.0% Series F
Cumulative Preferred Stock, par value $0.01 per share (the "Preferred Shares"),
set forth opposite the name of each Purchaser on Schedule A, Schedule B or
Schedule C, as the case may be.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree as follows:
1. Purchase and Sale. Subject to the terms and conditions hereof, the
Investment Advisers and the Broker-Dealers (on behalf of Purchasers which
are Clients and Customers, respectively) and the other Purchasers hereby
severally and not jointly agree to purchase from the Company, and the
Company agrees to issue and sell to the several Purchasers the number of
Preferred Shares set forth next to such Purchaser's name on Schedule A,
Schedule B or Schedule C, as the case may be, at a price per share of
$25.00 for an aggregate purchase amount in an amount set forth on Schedule
D hereof (the "Purchase Price") at the Closing (as defined below).
2. Representations and Warranties of Purchaser. Each Purchaser represents and
warrants with respect to itself that:
(a) Due Authorization. Such Purchaser has full power and authority to
enter into this Agreement and is duly authorized to purchase the
Preferred Shares in the amount set forth opposite its name on Schedule
A, Schedule B or Schedule C, as the case may be. This Agreement has
been duly authorized by such Purchaser and duly executed and delivered
by or on behalf of such Purchaser. This Agreement constitutes a legal,
valid and binding agreement of such Purchaser, enforceable against
such Purchaser in accordance with its terms except as may be limited
by (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights
or remedies of creditors or (ii) the effect of general principles of
equity, whether enforcement is considered in a proceeding in equity or
at law and the discretion of the court before which any proceeding
therefor may be brought (the "Enforceability Exceptions").
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(b) Prospectus and Prospectus Supplement. Such Purchaser has received a
copy of the Company's Basic Prospectus dated September 12, 2003, the
preliminary prospectus supplement dated February 17, 2004 and the
Prospectus Supplement dated February 18, 2004 (each as defined below).
(c) Ownership of Excess Shares of Capital Stock. As of the date hereof and
after giving effect to the transaction contemplated hereby, such
Purchaser, together with its subsidiaries and affiliates, does not own
directly or indirectly more than 9.8% in number of shares or value,
whichever is more restrictive, of any class or series of the issued
and outstanding capital stock of the Company. Purchaser expressly
acknowledges that the provisions of the Company's Articles of
Incorporation, as amended or supplemented (the "Charter"), in general,
and the Articles Supplementary relating to the Preferred Shares
("Articles Supplementary"), in particular, prohibit the ownership by
Purchaser (together with its subsidiaries and affiliates) directly or
indirectly of more than 9.8% of the number of issued and outstanding
Preferred Shares and not more than 9.8% of the number of issued and
outstanding shares of any other class or series of the Company's
capital stock and, in the event Purchaser's Preferred Shares acquired
pursuant to this Agreement or otherwise constitute Excess Shares (as
defined in the Charter), the Company may repurchase such number of the
Purchaser's Preferred Shares on the terms set forth in the Charter and
referenced in the Articles Supplementary as is necessary to cause
Purchaser to thereafter not own any Excess Shares.
3. Representations and Warranties of Company. The Company represents and
warrants that:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act") and meets the
requirements pursuant to the standards for such Form as were in effect
immediately prior to October 21, 1992. The Company's Registration
Statement (as defined below) was declared effective by the SEC (as
defined below) and the Company has filed such post-effective
amendments thereto as may be required under applicable law prior to
the execution of this Agreement and each such post-effective amendment
became effective. The SEC has not issued, nor to the Company's
knowledge, has the SEC threatened to issue or intends to issue, a stop
order with respect to the Registration Statement, nor has it otherwise
suspended or withdrawn the effectiveness of the Registration Statement
or to the Company's knowledge, threatened to do so, either temporarily
or permanently, nor, to the Company's knowledge, does it intend to do
so. On the effective date, the Registration Statement complied in all
material respects with the requirements of the Act and the rules and
regulations promulgated under the Act (the "Regulations"); at the
effective date the Basic Prospectus (as defined below) complied, and
at the Closing the Prospectus (as defined below) will comply, in all
material respects with the requirements of the Act and the
Regulations; each of the Basic Prospectus and the Prospectus as of its
date and at the Closing Date did not, does not and will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the representations
and warranties in this subsection shall not apply to statements in or
omissions from the Prospectus made in reliance upon and in conformity
with information furnished to the Company in writing by or on behalf
of any of the Purchasers, Xxxxx & Steers Capital Advisors, LLC, in its
capacity as placement advisor ("Placement Advisor"), any Investment
Advisers or Broker-Dealers, or any of their respective affiliates,
expressly for use in the Prospectus. As used in this Agreement, the
term "Registration Statement" means the shelf registration statement
on Form S-3 (File No. 333-106555), as amended by Post-Effective
Amendment No. 1 thereto, as declared effective by the Securities and
Exchange Commission (the "SEC"), including exhibits, financial
statements, schedules and documents incorporated by reference therein.
The term "Basic Prospectus" means the prospectus included in the
Registration Statement, as amended, or as supplemented and filed with
the SEC pursuant to Rule 424 under the Act in connection with the sale
of the Preferred Shares hereunder. The term "Prospectus Supplement"
means the prospectus supplement specifically relating to the Preferred
Shares as to be filed with the SEC pursuant to Rule 424 under the Act
in connection with the sale of the Preferred Shares hereunder. The
term "Prospectus" means the Basic Prospectus and the Prospectus
Supplement taken together. The term "preliminary prospectus" means any
form of preliminary prospectus used in connection with the marketing
of
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the Preferred Shares, including the preliminary prospectus supplement
dated as of February 17, 2004 and the Basic Prospectus used with any
such preliminary prospectus supplement in connection with the
marketing of the Preferred Shares. Any reference in this Agreement to
the Registration Statement, the Prospectus or any preliminary
prospectus shall be deemed to refer to and include the documents
incorporated by reference therein as of the date hereof or the date of
the Prospectus or any preliminary prospectus as the case may be, and
any reference herein to any amendment or supplement to the
Registration Statement, the Prospectus or any preliminary prospectus
shall be deemed to refer to and include any documents filed after such
date and through the date of such amendment or supplement under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
so incorporated by reference.
(b) Since the date as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein, (i)
there has been no material adverse change or any development which
could reasonably be expected to give rise to a prospective material
adverse change in or affecting the condition, financial or otherwise,
or in the earnings, business affairs or, to the Company's knowledge,
business prospects of the Company and the subsidiaries of the Company,
if any (the "Subsidiaries") considered as one enterprise, whether or
not arising in the ordinary course of business, (ii) there have been
no transactions entered into by the Company or any of its
Subsidiaries, other than those in the ordinary course of business,
which are material with respect to the Company and its Subsidiaries
considered as one enterprise, and (iii) other than regular quarterly
dividends, there has been no dividend or distribution of any kind
declared, paid or made by the Company on any class of its shares of
equity securities.
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(c) The Company has been duly organized as a corporation and is validly
existing in good standing under the laws of the State of Maryland.
Each of the Subsidiaries of the Company has been duly organized and is
validly existing in good standing under the laws of its jurisdiction
of organization. Each of the Company and its Subsidiaries has the
required power and authority to own and lease its properties and to
conduct its business as described in the Prospectus; and each of the
Company and its Subsidiaries is duly qualified to transact business in
each jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of
business, except where the failure to so qualify would not have a
material adverse effect on the condition, financial or otherwise, or
the earnings, business affairs or, to the Company's knowledge,
business prospects of the Company and its Subsidiaries considered as
one enterprise.
(d) As of the date hereof, the authorized capital stock of the Company
consisted of 35,000,000 shares of Common Stock, par value $0.01 per
share (the "Common Stock"), and 15,000,000 shares of Preferred Stock,
par value $0.01 per share, of which 18,002,443 shares of Common Stock,
1,838,520 shares of 9.5% Series A Cumulative Preferred Stock (the
"Series A Preferred Shares"), 1,988,000 shares of 9.0% Series B
Cumulative Preferred Stock (the "Series B Preferred Shares"),
2,000,000 shares of 8.5% Series C Cumulative Convertible Preferred
Stock (the "Series C Preferred Shares"), no shares of Series D Junior
Participating Preferred Stock (the "Series D Preferred Shares") and
2,200,000 8.5% Series E Cumulative Convertible Preferred Stock (the
"Series E Preferred Shares") are issued and outstanding as of such
date (without giving effect to any preferred shares issued or to be
issued as contemplated by this Agreement or the application of the
proceeds of the offering contemplated hereby) and 6,933,480 preferred
shares are authorized and unissued of which 4,000,000 shares will be
designated as Preferred Shares. The issued and outstanding shares of
the Company have been duly authorized and validly issued and are fully
paid and non-assessable; the Preferred Shares have been duly
authorized, and when issued in accordance with the terms of the
Articles Supplementary (as defined below) and delivered as
contemplated hereby, will be validly issued, fully paid and
non-assessable; the Preferred Shares, the Common Stock and the Series
A, B, C and E Preferred Stock of the Company conform to all statements
relating thereto contained in the Prospectus; and the issuance of the
Preferred Shares is not subject to preemptive or other similar rights.
(e) Neither the Company nor any of its Subsidiaries is in violation of its
organizational documents or in default in the performance or
observance of any obligation, agreement, covenant or condition
contained in any material contract, indenture, mortgage, loan
agreement, note, lease or other instrument or agreement to which the
Company or any of its Subsidiaries is a party or by which it or any of
them are bound, or to which any of the property or assets of the
Company or any of its Subsidiaries is subject, except where such
violation or default would not have a material adverse effect on the
condition, financial or otherwise, or the earnings, business affairs
or, to the Company's knowledge, business prospects of the Company and
its Subsidiaries considered as one enterprise; and the execution,
delivery and performance of this Agreement, the execution and filing
of the Articles Supplementary, and the issuance and delivery of the
Preferred Shares and the consummation of the transactions contemplated
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herein have been duly authorized by all necessary action and will not
conflict with or constitute a material breach of, or material default
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any material property or assets of the Company or any
of its Subsidiaries pursuant to, any material contract, indenture,
mortgage, loan agreement, note, lease or other instrument or agreement
to which the Company or any of its Subsidiaries is a party or by which
it or any of them are bound, or to which any of the property or assets
of the Company or any of its Subsidiaries is subject, nor will any
such action result in any violation of the provisions of the Articles
of Incorporation of the Company, as amended and supplemented by the
Articles Supplementary, by-laws or other organizational documents of
the Company or any of its Subsidiaries or any law, administrative
regulation or administrative or court decree applicable to the
Company.
(f) The Company is organized in conformity with the requirements for
qualification and, as of the date hereof and as of the Closing,
operates in a manner that qualifies it as a "real estate investment
trust" under the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder and will be so qualified after giving
effect to the sale of the Preferred Shares.
(g) The Company is not required to be registered under the Investment
Company Act of 1940, as amended.
(h) No legal or governmental proceedings are pending to which the Company
or any of its Subsidiaries is a party or to which the property of the
Company or any of its Subsidiaries is subject that are required to be
described in the Registration Statement or the Prospectus and are not
described therein, and no such proceedings have been threatened
against the Company or any of its Subsidiaries or with respect to any
of their respective properties that are required to be described in
the Registration Statement or the Prospectus and are not described
therein.
(i) No authorization, approval or consent of or filing with any court or
United States federal or state governmental authority or agency is
necessary in connection with the sale of the Preferred Shares
hereunder, except (i) such as may be required under the Act or the
Regulations or state securities laws or real estate syndication laws
and (ii) the filing of the Articles Supplementary as set forth in
paragraph (l) below.
(j) The Company and its Subsidiaries possess such certificates,
authorities or permits issued by the appropriate state, federal or
foreign regulatory agencies or bodies necessary to conduct the
business now conducted by them, except where the failure to possess
such certificates, authority or permits would not have a material
adverse effect on the condition, financial or otherwise, or the
earnings, business affairs or, to the Company's knowledge, business
prospects of the Company and its Subsidiaries considered as one
enterprise. Neither the Company nor any of its Subsidiaries has
received any notice of proceedings relating to the revocation or
modification of any such certificate, authority or permit which,
singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would materially and adversely affect the
condition, financial or otherwise, or the earnings, business affairs
or, to the Company's knowledge, business prospects of the Company and
its Subsidiaries considered as one enterprise, nor, to the knowledge
of the Company, are any such proceedings threatened or contemplated.
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(k) The Company has full power and authority to enter into this Agreement,
and this Agreement has been duly authorized, executed and delivered by
the Company and constitutes a legal, valid and binding agreement of
the Company, enforceable against the Company in accordance with its
terms except as may be limited by the Enforceability Exceptions.
(l) The Articles Supplementary, and the filing of the Articles
Supplementary with the State Department of Assessments and Taxation of
Maryland on behalf of the Company, have each been duly authorized by
the Company; the Articles Supplementary will be filed with the State
Department of Assessments and Taxation of Maryland on behalf of the
Company prior to the time that any Preferred Shares are issued
pursuant to this Agreement and when so filed will constitute a valid
and legally binding supplement to the Articles of Incorporation of the
Company enforceable against the Company in accordance with its terms,
except as enforceability may be limited by the Enforceability
Exceptions.
(m) As of the dates set forth therein or incorporated by reference, the
Company had good and marketable title to all of the properties and
assets reflected in the audited financial statements contained in the
Prospectus, subject to no lien, mortgage, pledge or encumbrance of any
kind except (i) those reflected in such financial statements, (ii) as
are otherwise described in the Prospectus, (iii) as do not materially
adversely affect the value of such property or interests or interfere
with the use made or proposed to be made of such property or interests
by the Company and each of its Subsidiaries or (iv) which constitute
customary provisions of mortgage loans secured by the Company's
properties creating obligations of the Company with respect to
proceeds of the properties, environmental liabilities and other
customary protections for the mortgagees.
(n) Neither the issuance, sale and delivery of the Preferred Shares nor
the application of the proceeds thereof by the Company as described in
the Prospectus will cause the Company to violate or be in violation of
Regulation T, U or X of the Board of Governors of the Federal Reserve
System or any other regulation of such Board of Governors.
(o) The statements set forth in the Basic Prospectus under the caption
"Description of Preferred Stock" and the statements set forth in the
Prospectus Supplement under the caption "Description of Our Capital
Stock--Series F Preferred Stock," in each case, in so far as such
statements purport to summarize provisions of laws or documents
referred to therein, are correct in all material respects and fairly
present the information required to be presented therein.
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4. Representation and Warranties of the Investment Advisers. To induce the
Company to enter into this Agreement, each of the Investment Advisers
hereby represents and warrants that:
(a) It is an investment adviser duly registered with the SEC under the
Investment Advisers Act of 1940.
(b) It has been duly authorized to act as investment adviser on behalf of
each Client on whose behalf it is signing this Agreement (as
identified under the name of such Investment Adviser on Schedule B
hereto) and has the sole authority to make the investment decision to
purchase Preferred Shares hereunder on behalf of such Client.
(c) It has the power and authority to enter into and execute this
Agreement on behalf of each of the Clients listed under its name on
Schedule B hereto.
(d) This Agreement has been duly authorized, executed and delivered by it
and, assuming it has been duly authorized, executed and delivered by
the Company, constitutes a legal, valid and binding agreement of such
Investment Adviser, enforceable against it in accordance with its
terms except as may be limited by the Enforceability Exceptions.
(e) It has received a copy of the Company's Basic Prospectus dated
September 12, 2003 and Prospectus Supplement dated February 18, 2004.
5. Representation and Warranties of the Broker-Dealers. To induce the Company
to enter into this Agreement, each Broker-Dealer represents and warrants
that:
(a) It is duly registered and in good standing as a broker-dealer under
the Exchange Act and is licensed or otherwise qualified to do business
as a broker-dealer with the National Association of Securities
Dealers, Inc. and in all states in which it will offer any Preferred
Shares pursuant to this Agreement.
(b) It has delivered a copy of the Prospectus to each Purchaser set forth
under its name on Schedule C hereto.
(c) It has been granted a duly authorized power-of-attorney to execute and
deliver this Agreement on behalf of each Customer on whose behalf it
is signing this Agreement (as identified under the name of such
Broker-Dealer on Schedule C hereto) and such power has not been
revoked.
(d) This Agreement has been duly authorized, executed and delivered by it
and, assuming it has been duly authorized, executed and delivered by
the Company, constitutes a legal, valid and binding agreement of such
Broker-Dealer, enforceable against it in accordance with its terms
except as may be limited by the Enforceability Exceptions.
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6. Conditions to Obligations of the Parties. (a) The Purchasers' several
obligation to purchase the Preferred Shares shall be subject to the
following conditions having been met:
(i) the representations and warranties set forth in Section 3 of this
Agreement shall be true and correct with the same force and
effect as though expressly made at and as of the Closing,
(ii) the Purchasers shall have received an opinion from Xxxxxxx Xxxxx
Xxxxxxx & Ingersoll, LLP, special Maryland counsel to the
Company, dated as of the date of the Closing, substantially in
the form attached hereto as Exhibit A,
(iii) the Purchasers shall have received an opinion from Xxxx Xxxxx
LLP, special securities counsel to the Company, dated as of the
date of the Closing, substantially in the form attached hereto as
Exhibit B with respect to the matters covered therein and
otherwise in form and substance reasonably acceptable to the
Placement Advisor and its counsel,
(iv) the Placement Advisor shall have received a comfort letter from
Ernst & Young LLP, dated as of the Closing, substantially in the
form attached hereto as Exhibit C, and
(v) on the Closing Date, the Company shall have delivered to the
Purchasers a certificate of the Chief Executive Officer and Chief
Financial Officer of the Company, dated as of the Closing Date,
setting forth that each of the representations and warranties
contained in this Agreement shall be true on and as of the
Closing Date as if made as of the Closing Date and each of the
conditions and covenants contained herein shall have been
complied with to the extent compliance is required prior to
Closing, and shall have delivered such other customary
certificates as the Placement Advisor shall have reasonably
requested.
(b) The Company's obligation to issue and sell the Preferred Shares shall
be subject to the following conditions having been met:
(i) the representations and warranties set forth in Sections 2, 4 and
5 of this Agreement shall be true and correct with the same force
and effect as though expressly made at and as of the Closing and
(ii) the Settlement Agent shall have received payment in full for the
Purchase Price for the Preferred Shares by federal wire of
immediately available funds, not less than the aggregate amount
of $25,000,000 net of fees, commissions and expenses.
7. Closing. Provided that the conditions set forth in Section 6 hereto and the
last sentence of this Section 7 have been met or waived at such time, the
transactions contemplated hereby shall be consummated on February 27, 2004,
or at such other time and date as the parties hereto shall agree (each such
time and date of payment and delivery being herein called the "Closing").
At the Closing, settlement shall occur through Xxxxxxxxx & Company, or an
affiliate thereof, on a delivery versus payment basis through the DTC ID
System.
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8. Covenants. The Company hereby covenants and agrees that (a) as soon as
practicable, subject to the Purchasers' ownership satisfying the
distribution requirements for listing, the Company shall apply for listing
the Preferred Shares for trading on the New York Stock Exchange ("NYSE")
and will use its reasonable best efforts to obtain approval of the NYSE
with respect to such listing as soon as practicable within 30 days after
the Closing Date, and if such approval is not so obtained within 30 days,
to continue to use its reasonable best efforts to obtain such approval as
soon as practicable thereafter and (b) subject to all Purchasers
consummating the purchase of the Preferred Shares at the Closing, the
Company will use the proceeds of the offering contemplated hereby as set
forth under the caption "Use of Proceeds" in the Prospectus Supplement.
9. Termination. This Agreement may be terminated, and the transactions
contemplated hereby may be abandoned, by written notice promptly given to
the other parties hereto, at any time prior to the Closing by the Company,
on the one hand, or any Purchaser on the other, if the Closing shall not
have occurred on or prior to March 1, 2004; provided that the Company or
such Purchaser, as the case may be, shall not be entitled to terminate this
Agreement pursuant to this Section 9 if the failure of Closing to occur on
or prior to such dates results primarily from such party itself having
materially breached any representation, warranty or covenant contained in
this Agreement.
10. Notices. Except as otherwise herein provided, all statements, requests,
notices and agreements shall be in writing and, if to the Purchasers, shall
be sufficient in all respects if delivered or sent by facsimile to
000-000-0000 or by certified mail to Xxxxx & Steers Capital Advisors, LLC,
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxx, and,
if to the Company, shall be sufficient in all respects if delivered or sent
to the Company by facsimile to 000-000-0000 or by certified mail to the
Company at 00000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000,
Attention: Chief Financial Officer
11. Governing Law. This Agreement shall be construed in accordance with and
governed by the substantive laws of the State of New York, without regard
to conflict of laws principles.
12. Entire Agreement. This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and may be
amended only in a writing that is executed by each of the parties hereto.
13. Counterparts. This Agreement may be executed in separate counterparts, each
of which shall be deemed an original, and all of which together shall be
deemed to constitute one and the same instrument. Executed counterparts may
be delivered by facsimile.
14. Construction. When used herein, the phrase "to the knowledge of" the
Company or "known to" the Company or any similar phrase means the actual
knowledge of the Chief Executive Officer, Chief Financial Officer or Chief
Operating Officer of the Company and includes the knowledge that such
officers would have obtained of the matter represented after reasonable due
and diligent inquiry of those employees of the Company whom such officers
reasonably believe would have actual knowledge of the matters represented.
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IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement
to be executed and delivered as of the date first above written.
LTC PROPERTIES, INC.
By:______________________________
Name:
Title:
[Signature Page for Purchase Agreement]
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Direct Purchasers
[ ]
By:_______________________________
Name: [ ]
Title: [ ]
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Investment Advisers
[ ] on behalf of itself (solely with respect to
paragraph 4) and each Client set forth under its name on
Schedule B
By:________________________________
Name: [ ]
Title: [ ]
[Signature Page for Purchase Agreement]
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CUSTOMERS
Each of the Several persons or entities listed under the
heading "Account Name" on Attachment [ ] to Schedule C
hereto
By: [ ], as agent and attorney-in-fact
By: ______________________________
Name
Title:
[ ] on behalf of itself and solely with
respect to paragraph 5
By: _______________________________
Name
Title:
[Signature Page for Purchase Agreement]
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SCHEDULE A
NAME OF DIRECT PURCHASERS NUMBER OF SHARES
[ ] [ ]
[Signature Page for Purchase Agreement]
14
SCHEDULE B
NAME OF INVESTMENT ADVISER NUMBER OF SHARES
[ ]
CLIENTS
[ ]
[Signature Page for Purchase Agreement]
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SCHEDULE C
NAME OF BROKER DEALER: NUMBER OF SHARES
[ ]
Customers for whom it is signing this Agreement as agent and
attorney-in-fact :
Each of the several persons or entities set forth
under the heading "Account Name" on Attachment
[ ] to Schedule C hereto
The amount set forth opposite such name on
Attachment [ ] to Schedule C hereto under
the heading "Amount" (in the aggregate
[ ])
SCHEDULE D
Aggregate Purchase Amount
$[ ]
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