Iowa Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund Introduction: This Iowa Sample Purchase Agreement is a legally binding document that outlines the terms and conditions for the purchase of securities between Cell Pathways, Inc. (the "Seller") and MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund (collectively referred to as the "Buyers"). This agreement provides a framework for the transfer of ownership of the securities and sets forth the responsibilities and obligations of each party. Iowa Sample Purchase Agreement: 1. Parties Involved: — Seller: Cell Pathways, Inc— - Buyers: MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund 2. Purpose: — The purpose of this agreement is to facilitate the purchase of securities by the Buyers from the Seller in accordance with the laws and regulations of the state of Iowa. 3. Securities Information: — The agreement shall detail the specific securities being transferred, including their type, quantity, and any relevant identifiers such as ticker symbols. 4. Purchase Price and Payment Terms: — The purchase price for the securities shall be mutually agreed upon by the Seller and Buyers. — The agreement shall specify the payment terms, including the due date and acceptable forms of payment. 5. Representations and Warranties: — Both parties shall make representations and warranties regarding their authority to enter into this agreement, the accuracy of information provided, and compliance with applicable laws and regulations. 6. Closing Conditions: — The agreement will detail the conditions that must be met for the purchase to close successfully, including any regulatory approvals or third-party consents required. 7. Termination Clause: — The agreement may include provisions outlining the circumstances under which either party can terminate the agreement, such as in the event of a breach of contract or force majeure. 8. Confidentiality and Nondisclosure: — Both parties shall agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of the transaction. 9. Governing Law and Jurisdiction: — The agreement shall specify that Iowa law governs its interpretation and enforcement and outline the appropriate jurisdiction for any disputes that may arise. 10. Entire Agreement: — The Iowa Sample Purchase Agreement shall serve as the entire agreement between the parties and supersede any prior negotiations or agreements. Different types of Iowa Sample Purchase Agreements: — Asset Purchase Agreement: This type of agreement is used when the transaction involves the purchase of specific assets of a company rather than its securities. — Stock Purchase Agreement: In contrast to the sample agreement mentioned above, a Stock Purchase Agreement is used when the buyer intends to purchase the shares or stock of a company. — Merger or Acquisition Agreement: This agreement is used in cases where the transaction involves the merger or acquisition of one company by another, often resulting in the issuance of securities. Keywords: Iowa, Sample Purchase Agreement, Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund, securities, purchase price, payment terms, representations and warranties, closing conditions, termination clause, confidentiality, governing law, jurisdiction, asset purchase agreement, stock purchase agreement, merger agreement, acquisition agreement.