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Exhibit 4.7
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EXHIBIT 4.7
SECTOR ASSOCIATES, LTD.
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Securities Purchase Agreement
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Units consisting of ten (10) shares of Common Stock
and Thirty-Five (35) Common Stock Purchase
Warrants offered at $2.23 per Unit
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CONFIDENTIAL
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered as of
the ___ day of _______, 1995, by and between Sector Associates, Ltd., a
Delaware corporation (the "Company"), and the investor whose name appears at
the end of this Agreement (in the alternative "Purchaser" or "Subscriber").
R E C I T A L S:
The Company wishes to obtain additional financing and the Purchaser
desires to provide such financing to the Company through the purchase of
certain Units which consist of Shares of Common Stock and Common Stock Purchase
Warrants being privately offered by the Company.
NOW, THEREFORE, in consideration of the premises hereof and the
agreements set forth herein below, the parties hereto hereby agree as follows:
1. Sale and Purchase of Units.
(a) Subject to the terms and conditions herein, on the
Closing Date, as defined in Section 4 hereof, the Company agrees to issue and
sell, and the Purchaser agrees to purchase, that number of Units as are
indicated on the last page of this Agreement, each Unit consisting of ten (10)
shares of the Common Stock of the Company and thirty-five (35) Common Stock
Purchase Warrants (the "Warrants"). The purchase price per Unit shall be $2.23
(the "Purchase Price"). Each Warrant entitles the holder to purchase one share
of Common Stock at an exercise price of $.43 per share for a three-year period
from the date hereof.
(b) The Shares of Common Stock, Warrants and Shares
of Common Stock being offered pursuant to this Securities Purchase
Agreement constitute "restricted securities" under Rule 144 promulgated under
the Securities Act of 1933, as amended (the "Act"). As such, the resale of such
securities are subject to significant restrictions upon resale. See Paragraph 7
hereafter "Understanding of Investment Risks." The Shares of Common Stock and
Shares of Common Stock issuable upon exercise of the Warrants are subject to
certain registration rights being offered by the Company more fully identified
at Paragraph 3 hereafter - "Registration Rights."
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(c) Prior to the exercise of the Warrants, holders of the
Warrants will be entitled to no voting rights or other rights provided by law
to security holders of the Company.
2. Units Offered In A Private Placement Transaction.
(a) The Units subject to this Securities Purchase
Agreement are to be offered as part of a private placement transaction (the
"Offering") by the Company on a "best efforts" basis of up to 336,000 Units to
be offered to a number of sophisticated and accredited investors. There can be
no assurances, however, that this number of Units will be sold. The Company
reserves the right to increase the number of Units sold without notice to or
consent of the Subscribers or existing Unit holders.
(b) The Units are being offered to a limited number of
accredited and other sophisticated investors by the Company directly, without
sales commission, or by qualified brokers ("Selling Agents") engaged by the
Company who are registered with the Securities and Exchange Commission and are
members in good standing of the National Association of Securities Dealers,
Inc., upon the payment of up to a 10% sales commission.
3. Registration Rights
The Company has agreed to grant the holders of the Units
certain limited registration rights as to the registration of the resale of the
Common Stock included within the Units and issuable upon exercise of the
Warrants as described in the Agreement and Plan of Reorganization between the
Company and Viragen (Scotland) Limited and Viragen, Inc. dated September 20,
1995, as amended (the "Plan of Reorganization") and more specifically Exhibit
"D" thereto.
4. Binding Effect of Securities Purchase Agreement; The Closing.
(a) This Securities Purchase Agreement shall not be
binding on the Company unless and until the Company has accepted the offer
represented by an executed signature page at the end hereof. The Company may
accept or reject this Securities Purchase Agreement in the Company's sole
discretion, if the Purchaser does not meet the suitability standards
established herein or for any other reason. In the event the Company rejects
this Agreement, the Purchaser's funds will be promptly returned without
deduction of any costs and with interest to the extent obtained.
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(b) The closing of the purchase and sale of the Units
hereunder (the "Closing") shall occur concurrently upon acceptance by the
Company of this Securities Purchase Agreement and deposit by the Company of
funds representing the Purchase Price. Notwithstanding the above, the Company
reserves the right to reject a subscription within ten (10) days of receipt of
the Purchase Price should the Company determine during that period that the
Subscriber does not satisfy the subscriber qualifications or suitability
standards established hereafter.
5. Delivery by the Company. The Company shall deliver to the
Purchaser within ten (10) days after the Closing:
(a) A stock certificate bearing applicable restrictive
legends, duly executed by the appropriate officer(s) and registered in
Purchaser's name or its nominee; and
(b) The Warrants, the form of which is attached hereto as
Exhibit "A", duly executed by the appropriate officer(s) and registered in the
Purchaser's name or any nominee thereof.
6. Representations and Warranties of the Purchaser. The
Purchaser represents and warrants to the Company as follows:
(a) Access to Information. Purchaser has had access to
all material and relevant information concerning the Company, its management,
financial condition, capitalization, market information, properties and
prospects necessary to enable Purchaser to make an informed investment decision
with respect to its investment in the Units. Purchaser acknowledges that it
has been provided with, and carefully reviewed, the Plan of Reorganization, a
copy of which is attached hereto as Exhibit "B". Purchaser acknowledges that
it has had the opportunity to ask questions of and receive answers from, and to
obtain additional information from, the Company or its representatives
concerning the terms and conditions of the acquisition of the Units and the
present and proposed business and financial condition of the Company and has
had all such questions answered to its satisfaction and has been supplied all
information requested.
(b) SEC Reports. Purchaser acknowledges that it has been
provided with and has carefully reviewed a copy of the Company's Annual Report
on Form 10-KSB for the year ended June 30, 1994 and the Company's Quarterly
Reports on Form 10-QSB for the quarters ended September 30, 1994, December 31,
1994 and March 31, 1995.
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(c) Financial Matters and Sophistication. Purchaser has
such knowledge and experience in business and financial matters, such that it
is capable of evaluating the merits and risks of purchasing the Units.
Purchaser represents that it satisfies the suitability standards identified at
Paragraph 10 hereafter.
(d) Investment Intent. (i) Purchaser is acquiring the
Units for its own account and not on behalf of any other person; (ii)
Purchaser is acquiring the Units for investment and not with a view to
distribution or with the intent to divide its participation with others by
reselling or otherwise distributing the Units; and (iii) Purchaser will not
sell the Units without registration under the Act and any applicable state
securities laws, or unless the Company receives an opinion of counsel
reasonably acceptable to it (as to both counsel and the opinion) to the effect
that such registration is not necessary.
7. Understanding of Investment Risks. An investment in the Units
should not be made by a Purchaser who cannot afford the loss of his entire
Purchase Price. THE PURCHASER ACKNOWLEDGES THAT THE SECURITIES OFFERED HEREBY
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION, OR ANY STATE SECURITIES COMMISSIONS, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ADEQUACY
OR ACCURACY OF THIS SECURITIES PURCHASE AGREEMENT OR ANY EXHIBIT HEREOF. PRIOR
TO MAKING AN INVESTMENT IN THE UNITS, THE PURCHASER HAS FULLY CONSIDERED, AMONG
OTHER THINGS, THE FOLLOWING RISK FACTORS:
(a) Need for Additional Financing. The net proceeds from
this Offering will be utilized to provide the additional equity required in
conjunction with the consummation of the Plan of Reorganization and to
otherwise facilitate the growth of the Company.
(b) Restricted Securities. Neither the Shares of Common
Stock nor the Shares of Common Stock issuable upon exercise of the Warrants,
have been registered under the Act or any state securities or blue-sky law and
Subscribers may not sell or otherwise transfer the Units or components thereof
except pursuant to registration under the Act and any applicable state
securities laws or exemptions therefrom. Because of such restrictions, a
Subscriber for Units must bear the economic risks of such investment for an
indefinite period of time.
(c) No Firm Commitment to Purchase Units. The Company
intends to conduct the offer and sale of Units covered by this and other
Securities Purchase Agreements on a "best efforts" basis. To
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date, the Company has received no firm commitments from any Selling Agents,
underwriters or other persons to purchase any of the Units.
(d) Arbitrary Offering Price. The offering price of the
Units offered hereby has been arbitrarily determined by the Company. Such
price was, however, determined by reference to the current market price,
business and financial condition of the Company, the general condition of the
securities markets and the current capital needs of the Company. There can be
no assurances that the offering price is representative of the actual value of
the Units.
(e) Dividends. The payment of dividends is not contemplated
in the foreseeable future. The payment of future dividends will be directly
dependent upon the earnings of the Company, its financial needs and other
similarly unpredictable factors. Earnings are expected to be retained to
finance and develop the Company's business.
(f) No Legal or Tax Advice. The Purchasers hereof should
consult with their respective counsel, accountant or business adviser as to
legal, tax and related matters concerning investment in the Units offered
hereby. An investment in the Units may involve certain material federal and
state tax consequences.
(g) Future Sales of Common Stock. Certain of the Company's
Shares of Common Stock currently outstanding are "restricted securities" as
that term is defined in Rule 144 promulgated under the Act and under certain
circumstances may be sold without registration pursuant to such Rule. The
Company is unable to predict the effect that sales made under Rule 144, or
otherwise, may have on the then prevailing market price of the Common Stock
although any substantial sale of restricted securities pursuant to Rule 144 may
have an adverse effect.
(H) RISK RELATED TO REGISTRATION RIGHTS. IN CONNECTION WITH
THE LIMITED REGISTRATION RIGHTS GRANTED TO HOLDERS OF THE UNITS, THE COMPANY
HAS AGREED TO UTILIZE ITS BEST EFFORTS TO FILE A REGISTRATION STATEMENT. THE
COMPANY'S OBLIGATION IN THIS REGARD IS TO PREPARE AND FILE AND USE ITS BEST
EFFORTS TO FILE A REGISTRATION STATEMENT WITHIN THE SPECIFIED TIME PERIOD.
ALTHOUGH THE COMPANY WILL USE ITS BEST EFFORTS TO COOPERATE WITH THE SEC IN
ORDER TO SECURE EFFECTIVENESS OF THE REGISTRATION STATEMENT AS SHORTLY
THEREAFTER AS IT PRACTICABLE, THERE CAN BE NO ASSURANCES AS TO WHEN THIS WILL
OCCUR, IF AT ALL. IT IS NOT UNUSUAL FOR THIS PROCESS TO TAKE SEVERAL MONTHS,
IF NOT LONGER.
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8. Understanding of Nature of Securities. Purchaser understands
that:
(a) The Units or any components thereof (collectively,
the "Securities") have not been registered under the Act or any state
securities laws and are being issued and sold in reliance upon certain of the
exemptions contained in the Act and under applicable state securities laws.
(b) The Securities are "restricted securities" as that
term is defined in Rule 144 promulgated under the Act.
(c) The Securities cannot be sold or transferred without
registration under the Act and applicable state securities laws, or unless the
Company receives an opinion of counsel reasonably acceptable to it (as to both
counsel and the opinion) that such registration is not necessary.
(d) The Securities and any certificates issued in
replacement therefor shall bear the following legends, in addition to any other
legend required by law or otherwise:
"The securities represented by this certificate have
not been registered under the Securities Act of 1933,
as amended. The securities represented by this
certificate have been taken by the registered owner
for investment, and without a view to resale or
distribution thereof, and may not be transferred or
disposed of without an opinion of counsel
satisfactory to the issuer that such transfer or
disposition does not violate the Securities Act of
1933, as amended, or the rules and regulations
thereunder."
(e) Only the Company can register the Securities under
the Act and applicable state securities laws.
(f) For Purchasers who are "Non-U.S. Persons" who are
purchasing pursuant to Regulation S promulgated under Act, Purchaser
additionally acknowledges that: (i) the Securities being acquired pursuant to
this Agreement have not been registered under the Act in reliance upon the
exemption from such registration requirements afforded by Regulation S under
the Act, governing the offer and sale of securities that occur outside the
U.S., nor with any state securities commission; (ii) by its purchase of the
Securities, the Purchaser represents and warrants that he/she is not a national
or resident of the U.S., within the meaning of Regulation S under the Act and
agrees that the Securities acquired
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by it pursuant to this Agreement shall not be voluntarily sold, transferred or
otherwise disposed of to a U.S. person (as defined by Regulation S) except in
compliance with Regulation S; and (iii) the Regulation S Shares shall have the
following legend on the certificates,
"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") AND ARE BEING TRANSFERRED
PURSUANT TO THE EXEMPTION UNDER REGULATION S. NO SHARES OF
THE STOCK MAY BE OFFERED, SOLD, OR TRANSFERRED (INCLUDING ANY
INTERESTS THEREIN) IN THE UNITED STATES OR TO A "U.S. PERSON"
(as defined in Regulation S promulgated under the Act) OR FOR
THE ACCOUNT AND BENEFIT OF A U.S. PERSON, EXCEPT AS PROVIDED
IN SAID REGULATION S, UNLESS THE STOCK IS REGISTERED UNDER THE
ACT OR EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT IS
APPLICABLE, AS EVIDENCED BY AN OPINION OF HOLDER'S COUNSEL
ACCEPTABLE TO THE COMPANY."
9. Warranties and Representations of the Company. The Company
represents and warrants to Purchaser as follows:
(a) Organization and Standing of the Company. The
Company is a duly organized and validly existing corporation in good standing
under the laws of the State of Delaware with adequate power and authority to
conduct the business in which it is now engaged and has the corporate power and
authority to enter into this Agreement, and is in good standing in such other
states or jurisdictions as is necessary to enable it to carry on its business;
(b) Corporate Power and Authority. The execution and
delivery of this Agreement and the transaction contemplated hereby has been
duly authorized by the Company's Board of Directors. No other corporate act or
proceeding on the part of the Company is necessary to authorize this Agreement
or the consummation of the transaction contemplated hereby. When duly executed
and delivered by the parties hereto, this Agreement will constitute a valid and
legally binding obligation of the Company enforceable against the Company in
accordance with its terms; and
(c) Securities. All the Securities have been duly
authorized and, upon issuance and sale pursuant to the terms of this Agreement,
will have been validly issued fully paid and non-assessable and will be free
and clear of all liens, claims and encumbrances.
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10. IMPORTANT CONSIDERATIONS: SUITABILITY STANDARDS - WHO SHOULD
INVEST
INVESTMENT IN THE UNITS INVOLVES A DEGREE OF RISK AND IS
SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL RESOURCES WHO HAVE NO NEED
FOR LIQUIDITY IN THEIR INVESTMENT.
A substantial number of state securities commissions have
established investor suitability standards for the marketing within their
respective jurisdictions of restricted securities. Some have also established
minimum dollar levels for purchases in their states. The reasons for these
standards appear to be, among others, the relative lack of liquidity of
securities of such programs as compared with other securities investments.
Investment in the Units involves a degree of risk and is suitable only for
persons of substantial financial means who have no need for liquidity in their
investments.
The Company has adopted as a general investor suitability
standard the requirement that each subscriber for Units represent in writing
that the Subscriber: (a) is acquiring the Units for investment and not with a
view to resale or distribution; (b) can bear the economic risk of losing its
entire investment; (c) its overall commitment to investments which are not
readily marketable is not disproportionate to its net worth, and an investment
in the Units will not cause such overall commitment to become excessive; (d)
has adequate means of providing for its current needs and personal
contingencies and has no need for liquidity in this investment in the Units;
(e) has evaluated all the risks of investment in the Company; and (f) has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of investing in the Company or is relying on
its own purchaser representative, in making an investment decision.
In addition, all its Subscribers for Units must be extremely
sophisticated investors with substantial net worth and experience in making
investments of this nature and be "accredited investors," as defined in Rule
501 of Regulation D under the Act, by meeting any of the following conditions:
(i) has an individual income in excess of $200,000 in each of
the two most recent years or joint income with his or her subscriber spouse in
excess of $300,000 in each of those years, and he or she reasonably expects an
income in excess of the aforesaid levels in the current year, or
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(ii) he or she has an individual net worth, or a joint net
worth with his or her spouse, at the time of his or her purchase, in excess of
$1,000,000 (net worth for these purposes includes homes, home furnishings and
automobiles), or
(iii) he or she otherwise satisfies the Company that he or
she is an accredited investor, as defined in Rule 501 under the Act.
Other categories of investors included within the definition
of accredited investor include the following: certain institutional investors,
including certain banks, whether acting in their individual or fiduciary
capacities; certain insurance companies; federally registered investment
companies; business development companies, (as defined under the Investment
Company Act of 1940); Small Business Investment Companies licensed by the Small
Business Administration; certain employee benefit plans; private business
development companies, (as defined in the Investment Advisers Act of 1940); tax
exempt organizations (as defined in Section 501(c)(3) of the Internal Revenue
Code) with total assets in excess of $5,000,000; entities in which all the
equity owners are accredited investors; and certain Affiliates of the Company.
A partnership subscriber, which satisfies the requirements set
forth in clauses (a) through (f) above shall satisfy the suitability standards
if it is an accredited investor by reason of clause (iii) above, or if all of
its partners are accredited investors. A corporate subscriber, which satisfies
the requirements set forth in clauses (a) through (f) above shall satisfy the
investor suitability standards if it is an accredited investor by reason of
clause (iii) above, or if all of its shareholders are accredited investors.
Corporate subscribers must have net worth of at least three (3) times the
amount of their investment in the Units.
The suitability standards referred to above represent minimum
suitability requirements for prospective purchasers and the satisfaction of
such standards by a prospective purchaser does not necessarily mean that the
Units are a suitable investment for such purchaser. The Company may, in
circumstances it deems appropriate, modify such requirements. The Company may
also reject subscriptions for whatever reasons, in its sole discretion, it
deems appropriate.
Securities Purchase Agreements may not necessarily be accepted
in the order in which received. Purchasers who are residents of certain states
may be required to meet certain additional suitability standards.
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THE ACCEPTANCE OF A SUBSCRIPTION FOR UNITS BY THE COMPANY DOES
NOT CONSTITUTE A DETERMINATION BY THE COMPANY THAT AN INVESTMENT IN THE UNITS
IS SUITABLE FOR A PROSPECTIVE INVESTOR. THE FINAL DETERMINATION OF THE
SUITABILITY OF INVESTMENT IN THE UNITS MUST BE MADE BY THE PROSPECTIVE INVESTOR
AND HIS OR HER ADVISERS.
11. State Laws Considerations
(a) Florida Residents.
Pursuant to Section 517.061(11)(a)(5) of the Florida
statute, when sales are made to five or more persons in Florida, Florida
investors have a three day right of rescission. If a Florida resident has
executed a Securities Purchase Agreement, he may elect, within three business
days after signing the subscription agreement, to withdraw from the Agreement
and to receive a full refund and return (without interest) of any money paid by
him. A Florida resident's withdrawal will be without any further liability to
any person. To accomplish such withdrawal, a Florida resident need only send a
letter or telegram to the Company at the address set forth in this Agreement
indicating their intention to withdraw. Such letter or telegram must be sent
and postmarked prior to the end of the aforementioned third business day. If a
Florida resident sends a letter, it is prudent to send it by certified mail,
return receipt requested, to insure that it is received and also to evidence
the time and date when it is mailed. Should a Florida resident make this
request orally, he should ask for written confirmation that his request has
been received.
(b)(i) PENNSYLVANIA RESIDENTS.
IF A SUBSCRIBER IS A PENNSYLVANIA RESIDENT, HE HAS
THE RIGHT TO CANCEL AND WITHDRAW THIS SECURITIES PURCHASE AGREEMENT AND HIS
PURCHASE OF UNITS UPON WRITTEN NOTICE TO THE GIVEN WITHIN TWO BUSINESS DAYS
FOLLOWING THE DATE OF RECEIPT BY THE COMPANY OF THE PURCHASER'S EXECUTED
SECURITIES PURCHASE AGREEMENT. UPON SUCH CANCELLATION OR WITHDRAWAL, HE WILL
HAVE NO OBLIGATION OR DUTY UNDER THIS SECURITIES PURCHASE AGREEMENT AND WILL BE
ENTITLED TO THE FULL RETURN OR ANY AMOUNT PAID BY HIM PURSUANT TO THIS
AGREEMENT. THE UNDERSIGNED FURTHER ACKNOWLEDGES THAT HE UNDERSTANDS THAT ANY
NOTICE OF CANCELLATION OR WITHDRAWAL SHOULD BE MADE BY TELEGRAPH OR CERTIFIED
OR REGISTERED MAIL AND WILL BE EFFECTIVE UPON DELIVERY TO WESTERN UNION OR
DEPOSIT IN THE UNITED STATES MAILS, POSTAGE OR OTHER TRANSMITTAL FEES PAID.
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(ii) IF HE IS A PENNSYLVANIA RESIDENT, except for
the right of cancellation described in subsection (i), he may not sell his
Units for twelve months from the date of purchase as such a sale would violate
Section 203(d) of the Pennsylvania Securities Act of 1972 and the regulations
promulgated thereunder.
(c) New York Residents
This Securities Purchase Agreement has not
been filed with or reviewed by the Attorney General of the State of New York
prior to its issuance and use. The Attorney General of the State of New York
has not passed on or endorsed the merits of this Agreement. Any representation
to the contrary is unlawful. This Agreement does not contain an untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made. In light of the circumstances under with they were made,
not misleading, it contains a fair summary of the material terms of documents
purported to be summarized herein.
(d) New Jersey Residents.
Neither the Attorney General of the State nor
the Bureau of Securities has passed on or endorsed the merits of this
Securities Purchase Agreement. The filing of the Securities Purchase Agreement
with the Bureau of Securities does not constitute approval of the issue or the
sale thereof by the Bureau of Securities or the Department of Law and public
safety of the State of New Jersey. Any representation to the contrary is
unlawful.
12. Notices. All notices, requests, consents or other
communications required or permitted hereunder shall be in writing and shall be
hand delivered or mailed first class postage prepaid, registered or certified
mail, to the following addresses:
If to the Company:
Sector Associates, Ltd.
000 Xxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
Attention: Xx. Xxxxxx Xxxxx
In the case of Purchaser:
To the address set forth at the end of this Agreement
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or to such other addresses as may be specified in accordance herewith from time
to time.
Such notices and other communications shall for all purposes
of this Agreement be treated as being effective upon being delivered personally
or, if sent by mail, five days after the same has been deposited in a regularly
maintained receptacle for the deposit of United States mail, addressed as set
forth above, and postage prepaid.
13. Survival of Representations and Warranties. Representations
and warranties contained herein shall survive the execution and delivery of
this Agreement.
14. Parties in Interest. All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and permitted assigns of the parties hereto,
provided that this Agreement and the interests herein may not be assigned by
either party without the express written consent of the other party.
15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
16. Sections and Other Headings. The section and other headings
contained in this Agreement are for the convenience of reference only, do not
constitute part of this Agreement or otherwise affect any of the provisions
hereof.
17. Counterpart Signatures. This Agreement may be signed in
counterpart and all counterparts together shall become effective only when the
counterpart(s) have been executed and delivered by and on behalf of the Company
and the Purchaser.
IN WITNESS WHEREOF, intending to be legally bound, the parties hereto
have caused this Agreement to be signed by their duly authorized officers.
Purchaser
By:
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Name (Please Print)
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Name (Signature)
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Residence of Purchaser:
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Social Security No.
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___________/$_______________
Number and dollar amount
of Units purchased.
Attest: Agreed and Accepted
by SECTOR ASSOCIATES, LTD.
By:
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Secretary Authorized Executive Officer
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