Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund, Nebraska This Sample Purchase Agreement is entered into between Cell Pathways, Inc. (the "Seller") and MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund (the "Buyers"). This agreement outlines the terms and conditions under which the Buyers will purchase a specific stake in Cell Pathways, Inc. 1. Parties Involved: a) Seller: Cell Pathways, Inc. b) Buyers: MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund 2. Purpose: The purpose of this agreement is to formalize the purchase of a stake in Cell Pathways, Inc. by MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund, collectively referred to as the "Buyers". 3. Stake and Consideration: The Buyers agree to purchase a specific stake in Cell Pathways, Inc., as outlined in Exhibit A, attached hereto. The consideration for this purchase shall be in the form of monetary payment as specified in Exhibit A. 4. Representations and Warranties: a) Seller's Representations: Cell Pathways, Inc. represents and warrants that it has the legal authority to enter into this agreement and that it possesses the necessary approvals to sell the stake to the Buyers. b) Buyers' Representations: MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund represent and warrant that they have the necessary legal authority to enter into this agreement and that they will fulfill their financial obligations as per the agreement. 5. Closing Conditions: Both parties agree to complete the transaction, subject to the fulfillment of certain closing conditions, including but not limited to: a) Completion of due diligence by the Buyers. b) Approval of the transaction by the respective legal and regulatory authorities. c) Execution of any additional documents required to finalize the purchase. 6. Confidentiality: Both parties agree to maintain the confidentiality of any non-public information obtained during the negotiation and execution of this agreement. 7. Governing Law and Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of the state of Nebraska. Any disputes arising under this agreement shall be subject to the exclusive jurisdiction of the courts located in Nebraska. 8. Entire Agreement: This Purchase Agreement, along with any exhibits or attachments, constitutes the entire agreement between the parties and supersedes any prior discussions or understandings. In witness whereof, the parties have executed this Sample Purchase Agreement as of the Effective Date. ------------------------------------ Seller: Cell Pathways, Inc. ------------------------------------ Buyer: MAS Funds Small Cap Value Portfolio ------------------------------------ Buyer: Van Kampen American Value Fund ------------------------------------ Date: [Effective Date] ------------------------------------ Exhibit A: Stake and Consideration