0001144204-06-022801 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 26th, 2006 • Silverleaf Resorts Inc • Real estate agents & managers (for others) • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), is made and entered into as of May 24, 2006, by and among Silverleaf Resorts, Inc., a Texas corporation (the “Company”), Robert E. Mead in his capacity as Trustee under the voting Trust Agreement dated as of November 1, 1999 (the “Selling Principal Officer”), the undersigned shareholders (together with the Selling Principal Officer, the “Selling Shareholders”) and the undersigned prospective investor (the “Investor”) who is purchasing shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). For the purposes of this Agreement, the term “Sellers” shall mean the Selling Shareholders and the term “Share” or “Shares” shall mean the Common Stock to be sold to Investors in the Offering (as defined below).

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