District of Columbia Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund This District of Columbia Sample Purchase Agreement is designed to outline the terms and conditions of a purchase agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. The agreement aims to establish a legally binding contract in which the parties involved agree to certain terms and conditions for the purchase of specified assets or securities. Key elements of the agreement may include: 1. Parties Involved: — Cell Pathways, Inc— - MAS Funds Small Cap Value Portfolio — Van Kampen American Value Fund 2. Purchase Objectives: — Define the purpose of the purchase agreement, such as the acquisition of securities, assets, or other investments. 3. Purchase Details: — Specify the types of securities or assets being purchased. — Provide detailed descriptions of the assets, including any pertinent identifying information. — Indicate the quantity or value of the assets being purchased. — Outline any special conditions or requirements for the purchase agreement. 4. Consideration: — State the price or consideration to be paid by the purchasing parties in exchange for the assets or securities. 5. Payment Terms: — Describe the payment method, such as cash, wire transfer, or any other agreed-upon form of payment. — Specify the payment due date or any installment terms if applicable. 6. Representations and Warranties: — Outline the representations and warranties made by each party regarding their authority, financial capacity, and ownership of the assets. — Address any potential liabilities or claims associated with the assets being purchased. 7. Conditions Precedent: — Identify any conditions that must be met before the agreement becomes effective. — Example: Regulatory approvals or third-party consents. 8. Confidentiality and Non-Disclosure: — Include provisions to maintain the confidentiality of sensitive information exchanged during the purchase process. 9. Termination: — Specify the circumstances under which the agreement may be terminated by either party and the resulting consequences. 10. Governing Law and Jurisdiction: — Determine the jurisdiction and laws that will govern the interpretation and enforcement of the agreement, with consideration given to the District of Columbia legal framework. 11. Entire Agreement and Amendments: — Clarify that the purchase agreement contains the entire understanding between the parties and that any amendments must be made in writing. It is important to note that this sample purchase agreement is provided for illustrative purposes only and should be customized and reviewed by legal professionals to ensure compliance with local laws and regulations.