AGREEMENT, dated as of October 7, 2004 (the "Agreement"), by
and among Elite Pharmaceuticals, Inc., a Delaware
corporation (the "Company") and Xxxx Xxxxx, Ph.D ("Mehta"),
Mehta Partners, LP, Xxxx Xxxxx, Xxxx Xxxxx, Xxxx Xxxxx c/f
Xxxxx Xxxxx (collectively, the "Mehta Holders" and together
with the Company, the "Parties")
------------------------------------------------------------
INTRODUCTION
WHEREAS, the Company, through its designees, desires to purchase from the
Mehta Holders, and the Mehta Holders desire to sell, any or all shares of
capital stock of the Company (including, without limitation, all shares of
Common Stock, par value $0.01 per share (the "Common Stock"), of the Company)
owned, as of the date of this Agreement, by the Mehta Holders (the "Stock
Purchase"), and
WHEREAS, the Mehta Holders have agreed to a prohibition on the sale of any
Mehta Stock pending the closing of the Stock Purchase, in each case, in
accordance with the terms and conditions of this Agreement.
AGREEMENT
NOW, in consideration of the foregoing, the covenants and obligations set
forth below, the parties agree as follows:
1. Stock Purchase.
(a) The Mehta Holders hereby represent and warrant to the Company
that (i) the Mehta Holders own an aggregate total of 1,362,200 shares of Common
Stock as of the date of this Agreement, (ii) such 1,362,200 shares of Common
Stock represent all shares of capital stock of the Company owned, as of the date
of this Agreement, by the Mehta Holders or any of their affiliates (the "Mehta
Stock") (exclusive of any options to purchase shares of Common Stock held by any
Mehta Holder), and (iii) at the Closing (as defined below), upon payment of the
consideration set forth below, the purchasers of the Mehta Stock shall acquire,
and the Mehta Holders shall transfer and convey, good and marketable title to
the Mehta Stock, free and clear of any lien, pledge, security interest, claim,
charge, option, right of first refusal or first offer, transfer restriction,
voting requirement or any other encumbrance, restriction or limitation.
(b) Upon the conditions set forth below, on or before October 18,
2004 (the "Proposed Closing Date"), the Mehta Holders agree to sell the Mehta
Stock to the purchasers designated in writing by the Company no later than
October 15, 2004, for a purchase price of $1.25 per share of Mehta Stock (the
"Purchase Price"). The closing of the purchase of the Mehta Stock (the
"Closing") shall be on a date on or prior to the Proposed Closing Date mutually
agree at the offices of Reitler Xxxxx & Rosenblatt LLC, 000 Xxxxx Xxxxxx, Xxx
Xxxx, XX 00000, and payment of the Purchase Price shall be made by (i) wire
transfer of immediately available funds to an account set forth on Exhibit B
hereto (the "Mehta Account") and/or (ii) delivery of certified checks. The
purchase of the Mehta Stock shall be by stock purchase agreements, in
substantially the form attached hereto as Exhibit A.
(c) The Mehta Stock to be purchased from the Mehta Holders at the
Closing is follows:
Mehta Holder: Shares of Mehta Stock:
------------- ----------------------
Xxxx Xxxxx 1,049,500
Xxxx Xxxxx and Xxxx Xxxxx 100
Mehta Partners, LP 200,000
Xxxx Xxxxx 100,000
Xxxx Xxxxx 6,300
Xxxx Xxxxx C/f Xxxxx Xxxxx 6,300
---------
1,362,200
(d) The Company hereby represents and warrants to the Mehta Holders
that the Company has not provided any party purchasing Mehta Stock with any
material information regarding the Company, other than the information contained
in any registration statement, report and document filed by the Company with the
Securities and Exchange Commission.
2. Release of the Escrow and Payments to Mehta.
(a) Pursuant to Section 1(f) of the Settlement Agreement and Mutual
Release, dated April 21, 2004, between Mehta and the Company (the "Settlement
Agreement"), the Company is obligated to pay and reimburse Mehta for health,
dental and life insurance premiums and car expense (the "Expenses") incurred by
Mehta during the two year period from the date of the Settlement Agreement, in
an aggregate amount not to exceed $50,000. The Company has previously reimbursed
Mehta at total of $21,328.18. At the Closing, the Company shall reimburse Mehta
the remaining $28,671.82 in payment of the expenses to be incurred by Mehta
during the remainder of such two year period. Effective upon receipt by Mehta of
such payment (i) by wire transfer of immediately available funds to the Mehta
Account and/or (ii) delivery of a certified check at the Closing, Mehta and the
Company each unconditionally releases the other party from its or their
respective obligations under Section 1(f) of the Settlement Agreement for the
payment and/or reimbursement of expenses to Mehta.
(b) The Company shall reimburse Mehta up to $7,500 for legal fees
and expenses incurred by Mehta, or to be incurred by Mehta, in connection with
this transaction, regardless of whether this transaction shall close. Such
payment shall be made on or before the Proposed Closing Date (i) by wire
transfer of immediately available funds to the account designated by Mehta on
Exhibit C and/or (ii) delivery of a certified check.
(c) At the Closing, the Company shall reimburse Mehta $12,500 for
legal fees and expenses incurred by Mehta in connection with prior negotiations
with the Company for the sale of the Mehta Stock, regardless of whether all or
only a portion of the Mehta Stock is purchased at such Closing. Such payment
shall be made at Closing (i) by wire transfer of immediately available funds to
the account designated by Mehta on Exhibit C and/or (ii) delivery of a certified
check.
-2-
3. Transfer Restrictions.
(a) From the date hereof until the Proposed Closing Date (the
"Lock-Up Period"), no Mehta Holder may, directly or indirectly, sell, assign,
transfer, offer, grant a participation in, mortgage, pledge, hypothecate, create
a security interest in or lien upon, encumber, donate, contribute, place in
trust, enter into any voting agreement in respect of, or otherwise dispose of
any of its, his or her shares of (i) Mehta Stock or (ii) any other shares of
capital stock of the Company held by any Mehta Holder (including any shares of
Common Stock issued upon exercise of any options or warrants held by any Mehta
Holder).
(b) After the expiration of the Lock-Up Period (including any
extension of the Lock-up Period pursuant to Section 4(b) hereof), the
restrictions set forth in Section 3(a) hereof shall terminate and each Mehta
Holder shall be permitted to transfer all remaining shares of the Mehta Stock in
accordance with Rule 144 (including applicable volume limitations) or other
applicable federal and state securities laws. The Company represents and
warrants that on the date hereof, so long as each Mehta Holder complies with the
provisions of Rule 144 (including applicable volume limitations) or another
applicable exemption from registration under the Securities Act of 1933 (the
"Securities Act"), as amended, in connection with the sale of his shares of
Common Stock, the Company knows of no reason why such holders should be
prevented from selling or transferring its, his or her respective shares after
the expiration of the Lock-Up Period.
4. Option To Extend Proposed Closing Date.
(a) If the Closing does not occur on or before the Proposed Closing
Date or if less than all Mehta Stock is purchased at the Closing on or before
the Proposed Closing Date, the Company shall pay Mehta $20,000 (i) by wire
transfer of immediately available funds to the Mehta Account and/or (ii)
delivery of a certified check, on or before 10:30 A.M. on the next succeeding
trading day after the Proposed Closing Date.
(b) The Company and/or any its designees may (but shall not be
obligated to) request an extension of the Proposed Closing Date. Such extension
shall be conditioned upon (x) the consent of Mehta to such extension and (y) the
payment to Mehta by the Company of $2,500 (each, an "Extension Payment") for
each trading day the Proposed Closing Date is extended (each, an "Extension
Day"), payable by (i) wire transfer of immediately available funds to the Mehta
Account or (ii) delivery of a certified check. Upon Mehta's consent and the
payment to Mehta of an Extension Payment, the Lock-up Period shall be extended
by one trading day. If at any time after the Proposed Closing Date the Company
fails to pay to Mehta $2,500 per trading day per extension or Mehta has not
receive any such payment with respect to any Extension Day by 10:30 A.M. on the
next succeeding trading day or if Mehta refuses to provide his consent, the
Lock-up Period shall immediately terminate and the Mehta Holders shall no longer
be subject to the restrictions set forth in Section 3(a) hereof.
-3-
5. Adjustment to Options.
(a) The Company and Mehta agree that the fully vested options to
purchase 100,000 shares of Common Stock, granted to Mehta on March 31, 2000, at
an exercise price of $10.00 per share shall be cancelled in their entirety with
no further action by either party.
(b) The Company and Mehta agree that (i) the expiration date of the
remainder of the options to purchase shares of Common Stock held by Mehta and as
more fully described on Exhibit D attached hereto shall be extended from June
13, 2005 to December 31, 2007 and (ii) the exercise price of the options to
purchase 70,000 shares of Common Stock granted to Mehta on March 31, 2000, and
the options to purchase 100,000 shares of Common Stock granted to Mehta on March
31, 2000 shall be reduced from $10.00 per share to $2.34 per share. Upon
surrender by Mehta to the Company of all existing option agreements evidencing
the Mehta Options, the Company shall provide to Mehta a replacement option
agreement covering all Mehta Options (other than the options exercisable 100,000
shares of Common Stock cancelled pursuant to Section 5(a) above).
6. Amendment to Settlement Agreement
(a) Section 1(d)(iv) of the Settlement Agreement shall be deleted in
it entirety and is replaced with the following:
"If within one hundred and eighty (180) days prior to the expiration of
the Mehta Options, the Registrable Securities have not been registered
pursuant to a registration statement that has been declared effective by
the Securities and Exchange Commission, and pursuant to which Mehta can
sell his shares of Elite Common Stock (whether or not Mehta in fact sells
any Registrable Securities), Elite shall extend the expiration date of the
Mehta Options by additional one hundred and eighty (180) day increments
until such registration occurs. If, at the time of the effectiveness of a
registration statement pursuant to which Mehta can sell his shares of
Elite Common Stock (whether or not Mehta in fact sells any Registrable
Securities), the Mehta Options are to expire less than one hundred and
eighty (180) days after the effectiveness of such registration statement,
Elite will extend the expiration of the Mehta Options such that they shall
expire at least one hundred and eighty (180) days after the effectiveness
of such registration statement (an "Option Extension"); provided that an
Option Extension shall not apply to any Mehta Options as to which (i) the
Company shall have offered to have included in a registration statement to
be filed by the Company the shares of Common Stock for which such Mehta
Options may be exercised and (ii) such inclusion is refused or denied by
Mehta (or the then holder of such options). Notwithstanding the foregoing
proviso, (i) Mehta shall not be obligated to include any shares of Common
Stock into which any Mehta Option shall be exercisable if the registration
as to which inclusion is sought would require Mehta to agree to be bound
by an underwriters agreement which would in any way affect the ability of
Mehta to sell such Common Stock or incur any liabilities or additional
costs and (ii) Mehta's right to exercise piggy-back registration rights as
to any shares of Common Stock issued to Mehta upon exercise of any Mehta
Options prior to expiration of such options shall continue in full force
and effect as set forth in the Settlement Agreement.
-4-
7 Miscellaneous.
(a) Binding Agreement. This Agreement shall be binding upon each of
the parties hereto, and upon their respective present or former directors,
partners, principals, officers, employees, agents, trustees, attorneys, insurers
and reinsurers, parents, subsidiaries, affiliates, divisions, managers,
representatives, predecessors or successors, partnerships or corporations and
their respective heirs, administrators, successors and assigns.
(b) Titles and Subtitles. The titles of the sections and subsections
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement
(c) No Waiver. Except as otherwise expressly provided, the
obligations of parties under this Agreement may be waived only in a writing
signed by each of the parties hereto.
(d) Entire Agreement; Amendments. This Agreement, together with the
Settlement Agreement, constitute the entire agreement of the Parties with
respect to the subject matter hereof. No modification, amendment, waiver or
termination of this Agreement, in whole or in part, shall be valid or binding
unless in a writing signed by each of the parties hereto.
(e) Notices. All notices, payments and other communications set
forth in this Agreement are to be deemed duly given if sent by mail, registered
or certified (return receipt requested), or sent by same-day or overnight
commercial service to the applicable party at the following address (or such
other address for a party as may be specified by like notice):
If to any Mehta Holder:
Xx. Xxxx X. Xxxxx, Ph.D.
00 Xxxxx Xxxxx
Xxxxxx, XX 00000
Facsimile: 000-000-0000
with a copy to:
KMZ Rosenman
000 Xxxxxxx Xxx.
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: 000-000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
-5-
If to the Company:
Elite Pharmaceuticals, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Xx. Xxxxxxx Xxxx, Chief Executive Officer
with a copy to:
Reitler Xxxxx & Xxxxxxxxxx LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxxx, Esq.
(f) Further Assurances. The parties agree to execute all documents
and to do all things necessary to effectuate the terms of this Agreement.
(g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW JERSEY (WITHOUT
GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS) AS IT EXISTS ON THE
DATE HEREOF.
(h) CONSENT TO JURISDICTION. IN CONNECTION WITH ANY LITIGATION OUT
OF OR RELATING OT THE SUBJECT MATTER OF THIS AGREEMENT, EACH OF THE PARTIES
HERETO (A) IRREVOCABLY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF
XXXXXXXXX XXXXX X. XXXXX, A.J.S.C. OR, IF SHE DECLINES TO ACCEPT SUCH
JURISDICTION, THE STATE AND FEDERAL COURTS LOCATED IN NEW JERSEY, AND (B) AGREES
THAT SERVICE OF PROCESS MAY BE EFFECTED, IN ADDITION TO ANY OTHER MEANS
PERMITTED BY THE APPLICABLE RULES OF COURT, BY MAILING SUCH PROCESS CERTIFIED
MAIL, RETURN RECEIPT REQUESTED OR BY REUPTABLE OVERNIGHT COURIER PROVIDED A
RECEIPT AGAINST DELIVERY AT THEIR RESPECTIVE ADDRESSES SET FORTH ABOVE.
(i) Execution in Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement (and all
signatures need not appear on any one counterpart), and this Agreement shall
become effective when one or more counterparts has been signed by each of the
parties hereto and delivered to each of the other parties hereto.
(j) Construction. This Agreement is not intended and shall not be
deemed nor construed to amend the Settlement Agreement except as specifically
provided in this Agreement, and the inclusion of some, but not all, of the terms
of the Settlement Agreement in this Agreement shall in no way diminish any of
the Parties' right to rely on and enforce such terms and rights set forth in the
Settlement Agreement.
-6-
(k) No Waiver of Rights under Settlement Agreement. The execution
and performance of this Agreement shall not be deemed nor construed as a waiver
of any rights of any of the Parties under the Settlement Agreement, with the
limited and sole exception of those rights which have been specifically modified
as a result of this Agreement.
-7-
In Witness Whereof, the undersigned have executed this Agreement as of
October 7, 2004
ELITE PHARMACEUTICALS, INC.
By: /s/ XXXXXXX XXXX
------------------------------------
Name: Xxxxxxx Xxxx
Title: President and
Chief Executive Officer
/s/ XXXX X. XXXXX
----------------------------------------
XXXX XXXXX
/s/ XXXX XXXXX
----------------------------------------
XXXX XXXXX
/s/ XXXX XXXXX c/f Xxxxx Xxxxx
----------------------------------------
XXXXX XXXXX
/s/ XXXX XXXXX
----------------------------------------
XXXX XXXXX
MEHTA PARTNERS LP
By: /s/ XXXX X. XXXXX
------------------------------------
Name: Xxxx X. Xxxxx
Title: General Partner
-8-
Exhibit A
Form of Purchase Agreement
STOCK PURCHASE AGREEMENT, dated as of October __, 2004, by
and between [name of Mehta Holder] ("Seller") and the
undersigned purchaser ("Purchaser").
----------------------------------------------------------
INTRODUCTION
Seller is a shareholder of Elite Pharmaceuticals, Inc. ("Elite"), a
Delaware corporation;
Purchaser desires to purchase shares of common stock in Elite from the
Seller on the terms and conditions hereinafter set forth;
In consideration of the promise and mutual agreements contained herein,
the parties agree as follows:
AGREEMENT
ARTICLE I - SALE OF SECURITIES
1.1 In consideration of the purchase price provided in Article 1.2 hereof,
Seller agrees to (i) sell, transfer, convey and assign to the Purchaser
[_________] shares of common stock of Elite ("Shares") free and clear of all
claims, liens, encumbrances, charges, pledges and/or security interests of any
kind and (ii) deliver to Purchaser certificates representing all the Shares duly
endorsed in blank or accompanied by duly executed stock powers duly endorsed in
blank in proper form for transfer, with appropriate transfer stamps, if
applicable, affixed.
1.2 In consideration for the Shares, the Purchaser shall pay to Seller
$[_________], which represents a purchase price of $1.25 per share, by wire
transfer or certified check.
1.3 The parties agree that the closing of the transactions contemplated in
this Agreement, including the delivery of the Shares and the payment of the
consideration, shall occur on or prior to October 18, 2004.
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE SELLER
2. Seller represents and warrants to Purchaser as follows:
2.1 This Agreement constitutes the legal, valid and binding obligations of
Seller and is enforceable against him in accordance with the terms hereof.
2.2 Seller owns the Shares free and clear of all liens, claims,
encumbrances, additional sales agreements, pledges, charges and/or security
interests of any kind.
-9-
2.3 Seller has not issued any options or any other rights in favor of any
third party whatsoever with respect to the Shares other than to Purchaser.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
3. Purchaser represents and warrants to Seller as follows:
3.1 Purchaser has all the requisite power and authority to execute,
deliver and perform this Agreement. This Agreement constitutes the legal, valid
and binding obligations of Purchaser and is enforceable against him in
accordance with the terms hereof.
3.2 Purchaser understands that an investment in the Shares is extremely
speculative with a high degree of risk of loss which may result in the loss of
the Purchaser's entire investment, and there are substantial restrictions to the
transferability of the Shares.
3.3 Purchaser is able to (a) bear the economic risk of this investment,
(b) hold the Shares, and (c) can presently afford a complete loss of this
investment.
3.4 Purchaser has adequate means of providing for current needs and
personal contingencies and has no need for liquidity in this investment.
Purchaser further represents that his overall commitment to investments which
are not marketable are not disproportionate to his net worth and the investment
in the Shares will not cause such commitment to become excessive.
3.5 Purchaser has such knowledge and expertise in financial and business
matters that he is capable of evaluating the merits and risks of an investment
in the Shares and of making an informed investment decision.
3.6 Purchaser is acquiring the Shares for his own account and not with a
view to their distribution within the meaning of Section 2(11) of the Securities
Act of 1933, as amended ("Securities Act"). Purchaser hereby acknowledges and
agrees that the Shares have not been registered under the Securities Act or
under any state securities or "blue sky" laws and may not be sold, transferred
or otherwise disposed of except in compliance with the provisions of the
Securities Act and the rules and regulations promulgated thereunder and such
state securities or "blue sky" laws. Accordingly, the Shares will contain the
following legend:
THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SEURITIES ACT. THE SECURITITES HAVE BEEN
ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION
OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY
INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL
REGISTERED UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL FOR THE
COMPANY IS RECEIVED THAT REGISTRATION IS NOT REQUIRED UNDER SUCH
SECURITIES ACT.
-10-
3.7 Purchaser acknowledges that the earliest date that the Share may be
available for sale in accordance with Rule 144, promulgated by the Securities
and Exchange Commission under the Securities Act, will be one year from the date
that the Shares are transferred to the Purchaser hereunder. Purchaser
understands that Rule 144 will only be available to the Purchaser upon
satisfaction of certain conditions set forth in the Securities Act and in
applicable rules and regulations of the Securities and Exchange Commission.
Purchaser further understands that Seller is an "affiliate" of the issuer and
that the extent and duration of restrictions upon disposition of the Shares may
be greater as a result thereof.
3.8 Purchaser agrees that he will not, under any circumstances, sell the
Shares in violation of any applicable law or regulation promulgated under the
laws of the United States or any state or jurisdiction. Purchaser acknowledges
that, from time to time and under various circumstances, such laws may restrict
the disposition of Purchaser's Shares or impose conditions upon such
disposition.
3.9 Purchaser is an "accredited investor" as defined in Regulation D of
the Securities Act.
ARTICLE IV - MISCELLANEOUS PROVISIONS
4.1 Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof. The representations,
warranties, covenants and agreements set forth in this Agreement constitute all
of the representations, warranties, covenants and agreements of the parties
hereto and upon which the parties have relied and except as may be specifically
provided herein. No change, modifications, amendment, addition or termination of
this Agreement or any part thereof shall be valid unless in writing and signed
by or on behalf of the party to be charged therewith.
4.2 Survival of Covenants, Etc. All warranties, representations and
covenants set forth herein shall survive the execution of this Agreement.
4.3 Notices. Any and all notices or other communications or deliveries
required or permitted to be given or made pursuant to any of the provisions of
this Agreement shall be deemed to have been duly given or made for all purposes
if sent by Federal Express delivery or by certified or registered mail, return
receipt requested and postage prepaid or hand delivered as follows:
If to Purchaser: to the address listed
under the Purchaser's
signature on the signature
page attached hereto
If to Seller: c/o Xx. Xxxx Xxxxx
00 Xxxxx Xxxxx
Xxxxxx, XX 00000
-11-
4.4 Waiver. No waiver of any provision hereof shall be effective unless in
writing and signed by the party to be charged with such waiver. No waiver shall
be deemed a continuing waiver or waiver in respect of any subsequent breach or
default, either of a similar or different nature, unless expressly so stated in
writing.
4.5 Governing Law. This Agreement shall be governed, interpreted and
construed in accordance with the laws of the State of New York applicable to
contracts to be performed entirely within that State. Any dispute in any way
related to the subject matter of this Agreement shall be litigated exclusively
within the State of New Jersey and all parties hereto, consent to the
jurisdiction of the State and/or United States Federal District Courts of New
Jersey. Should any clause, section or part of this Agreement be held or declared
to be void or illegal for any reason, all other clauses, sections or parts of
this Agreement which can be affected without such illegal clause, section or
part shall nevertheless continue in full force and effect.
4.6 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
or heirs and personal representatives.
4.7 Captions. The headings, captions or titles of paragraphs under
sections or subsections of this Agreement are for convenience and reference only
and do not in any way modify, interpret or construe the intent of the parties or
effect any of the provisions of this Agreement.
4.8 Time Periods. Any time period provided for herein which shall end or
expire on a Saturday, Sunday, or legal holiday shall be deemed extended to the
next full business day thereafter.
4.9 Counterparts. This Agreement may be executed by fax transmission and
in one or more counterparts, each of which shall be deemed an original, but all
of which shall constitute one and the same Agreement.
4.10 Confidentiality. Neither this Agreement nor any Memorandum of this
Agreement shall be recorded amongst the Public Records of any State or County.
The parties hereto agree to keep this Agreement confidential, as well as any
information or document obtained by either party in connection with this
transaction, except to the extent disclosure is required to or by any government
agency or regulatory or quasi-regulatory body.
-12-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed on the date and year first above written.
SELLER:
----------------------------------------
Name:
PURCHASER (non-individual):
----------------------------------------
Name of Purchaser
by:
------------------------------------
Name:
Title:
PURCHASER (individual):
----------------------------------------
Name:
PURCHASER'S ADDRESS:
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
-13-
