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EXHIBIT 4.7
ANTEX BIOLOGICS INC.
SUBSCRIPTION AGREEMENT
Antex Biologics Inc.
Board of Directors
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Dear Members of the Board:
The undersigned hereby subscribes to purchase from Antex
Biologics Inc., a Delaware corporation (the "Company"), units (the "Units")
consisting of one share of common stock, par value $0.01 per share, of the
Company (the "Common Stock"), and one warrant (the "Warrant") at a purchase
price of $0.66 per Unit.
The Warrants shall have a five-year term from the date of
issuance (the "Term"). Each Warrant shall initially be exercisable for one share
of Common Stock at an exercise price of $1.50 per warrant, subject to
anti-dilution protection in the event of stock splits, dividends and
combinations. Upon thirty days' notice and provided there is then in effect a
registration statement covering the Warrants and the underlying Common Stock,
the Company may call the Warrants for $.10 per Warrant at any time after
eighteen months provided the closing price of the Common Stock has exceeded
$7.50 per share for twenty consecutive days and at any time after twenty-four
months provided the closing price of the Common Stock has exceeded $4.50 per
share for twenty consecutive trading days. The Warrants may be exercised at any
time until the earlier of the date of redemption or the end of the Term. The
Company shall use its best efforts to register the Common Stock subscribed for
(including the Common Stock underlying the Warrants) within 180 days of the date
of issuance of the Warrants and to keep such registration statement effective
during the Term.
All references to the Units include the shares of Common Stock
and the Warrants comprising such Units. The Units are being offered and sold on
the terms set forth in this Agreement. This subscription may be rejected, either
in whole or in part, by the Company in its sole discretion. This Agreement shall
not become binding on the Company unless and until a copy hereof is executed by
the Company and delivered to the undersigned.
Any questions regarding this document or your prospective
investment should be directed to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at Antex Biologics Inc., ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (telephone: ▇▇▇-▇▇▇-▇▇▇▇).
1. Purchase. Subject to the terms and conditions hereof,
the undersigned hereby irrevocably subscribes to purchase the aggregate number
of Units set forth on the signature page hereof, or such lesser number of Units
as may be approved by the Company, at the purchase price of $0.66 per Unit, and
agrees to tender on or before February 16, 2000, the aggregate purchase price
set forth on the signature page hereof by means of a check (cashier's or
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certified), money order or wire transfer payable to: "Antex Biologics Inc."; it
being understood that in the event the Company rejects the subscription in whole
or in part, the Company shall retain such aggregate purchase price as reflects
the subscription accepted by the Company (calculated by multiplying the number
of Units subscribed for and accepted by the Company by the purchase price per
Unit) and shall return the balance to the undersigned.
2. Representations and Warranties. The undersigned hereby
makes the following representations and warranties to the Company:
(a) The undersigned is purchasing the Units for its own
account and not for the account or benefit of any other
person;
(b) The undersigned is an "accredited investor" as defined
in Rule 501 of Regulation D under the Securities Act of
1933, as amended (the "1933 Act");
(c) The undersigned has knowledge and experience in
financial and business matters such that the undersigned
is capable of evaluating the merits and risks of an
investment in the Units being subscribed for;
(d) The undersigned (i) has been given the opportunity to
obtain from the Company and to review each of the
documents and exhibits that have been filed with the
Securities and Exchange Commission (the "SEC"), (ii) has
been furnished with all such additional information as
the undersigned has deemed necessary to make an informed
investment decision with respect to the Units and (iii)
has been afforded an opportunity to ask questions and
receive answers from authorized officers and other
representatives of the Company concerning the Company
and the terms and conditions of the offering of the
Units;
(e) The undersigned confirms that it had the opportunity to
obtain such independent legal and tax advice and
financial planning services as the undersigned has
deemed appropriate to making a decision to subscribe for
the Units;
(f) The undersigned is aware that an investment in the
Company is highly speculative and subject to substantial
risks. The undersigned is capable of bearing the
economic risk of an investment in the Units, including,
but not limited to, the possibility of a complete loss
of the undersigned's investment, as well as limitations
on the transferability of the Common Stock and Warrants
comprising the Units, which may make the liquidation of
an investment in the securities difficult or impossible
for the indefinite future;
(g) The undersigned, if a corporation, partnership, trust or
other entity, is authorized and duly empowered to
purchase and hold the Units, has its
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principal place of business at the address set forth on
the signature page and has not been formed for the
specific purpose of acquiring the Units;
(h) The Units are being acquired solely for investment, and
are not being purchased with a view to a distribution or
resale thereof;
(i) The undersigned understands that neither the Units nor
the Common Stock and Warrants comprising the Units have
been registered under the 1933 Act, or any state
securities laws, in reliance upon exemptions from
registration for non-public offerings. The undersigned
understands that neither such securities nor any
interest therein may be, and agrees that neither such
securities nor any interest therein will be, resold or
otherwise disposed of by the undersigned unless such
securities are subsequently registered under the 1933
Act and appropriate state securities laws or unless the
Company receives an opinion of counsel satisfactory to
it that an exemption from registration is applicable.
(j) The undersigned understands that (i) the shares of
Common Stock issuable upon the exercise of the Warrants
(the "Warrant Shares") have not been registered under
the 1933 Act, or any state securities laws, for sale to
the holders of the Warrants and any Warrant Shares
acquired upon the exercise of the Warrants may not be
resold or otherwise disposed of by the holder of such
shares unless (A) the shares are subsequently registered
for resale under the 1933 Act and under appropriate
state securities laws or (B) the Company receives an
opinion of counsel satisfactory to it that an exemption
from registration is available.
(k) The undersigned has been informed of and understands
that no federal or state agency has made any finding or
determination as to the merits of an investment in the
Units or any recommendation or endorsement of the Units;
and
(l) None of the following information has ever been
represented, guaranteed or warranted to the undersigned,
expressly or by implication, by the Company, by any
officer, director, employee or agent of any of the
foregoing, or by any other person:
(1) The length of time that the undersigned will be
required to remain as a shareholder or
warrantholder in the Company;
(2) The profit or loss that may be realized as a
result of an investment in the Units; and
(3) That the past performance or experience of the
management of the Company or any other person
are in any way indicative of future
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results of operations of the Company or a return
on an investment in the Units.
3. Indemnification. The undersigned acknowledges that the
Company intends to rely on the representations and warranties made by the
undersigned in Section 2 of this Agreement as the basis, in part, for its
determination that a sale of the Units can be made to the undersigned without
registration under the 1933 Act and applicable state securities laws. The
undersigned agrees to indemnify the Company and its respective directors,
officers, representatives, affiliates and agents, and hold each of them
harmless, from and against any and all loss, damage, liability, or expense,
including reasonable attorneys' fees, which they or any of them may sustain or
incur by reason of any misrepresentation or omission or any breach of warranty
or agreement by the undersigned in connection with its purchase of Units
pursuant hereto or by reason of the sale or distribution by the undersigned of
the Common Stock or Warrants comprising the Units or the Warrant Shares in
violation of the 1933 Act or of any applicable state securities law.
4. Transferability. This Agreement and the rights and
obligations of the undersigned hereunder are not transferable or assignable by
the undersigned.
5. Understandings of the Purchaser. The undersigned
acknowledges, understands and agrees that:
(a) The Company reserves the right to reject all or any part
of this subscription in its sole discretion;
(b) The undersigned will be promptly notified by the Company
whether this subscription has been accepted, either in
whole or in part on or before February 18, 2000; and
(c) The Units shall not be deemed issued to or owned by the
undersigned until the Company shall issue in the name of
and deliver to the undersigned certificates evidencing
ownership of the shares of Common Stock and Warrants
comprising the Units.
6. State Securities Laws. The offering and sale of the
Units is intended to be exempt from registration under the securities laws of
each state in which the Units are offered for sale. Purchasers who reside in
certain states shall note the language set forth in Exhibit A hereto.
7. Acceptance. Execution and delivery of this Agreement
shall constitute an irrevocable offer to purchase the Units indicated, which
offer may be accepted or rejected, either in whole or in part, by the Company in
its sole discretion. Acceptance of this offer by the Company shall be signified
by the execution hereof by a duly authorized officer of the Company and the
delivery of a duly executed copy of this Agreement to the undersigned.
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8. Binding Agreement. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
successors, executors, administrators, guardians, conservators or legal
representatives.
9. Incorporation by Reference. The statement of the number
of Units subscribed and related information set forth on the signature page are
incorporated as integral terms of this Agreement.
10. Miscellaneous.
(a) Amendment and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, otherwise than with the
prior written consent of the Company and the undersigned.
(b) Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing and shall be by
hand-delivery or certified mail, return receipt requested and postage prepaid,
or by a nationally recognized overnight courier:
(i) if to the undersigned, at its address indicated
on the signature page of this Agreement or at the most current address given by
the undersigned to the Company in writing; and
(ii) if to the Company, at its offices located at ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
All such notices and communications shall be deemed to have been duly given when
delivered by hand, if personally delivered; five business days after being
deposited in the mail, postage prepaid, if mailed; upon receipt, if sent by
overnight courier.
(c) Counterparts. This Agreement may be executed in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
(d) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(e) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF MARYLAND BY RESIDENTS OF
MARYLAND. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED IN THE STATE OF MARYLAND IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
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(f) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall, to the extent permitted by
law, remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.
(g) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement, and is intended to be a
complete and exclusive statement of their agreement in respect of the subject
matter hereof. This Agreement supersedes all prior agreements between the
parties hereto with respect to such subject matter. There are no
representations, promises, warranties or undertakings between the parties hereto
in respect of the purchase by the undersigned of the Units, other than those set
forth or referred to herein and therein.
(h) Further Assurances. The parties agree to execute and
deliver all such further documents and agreements and take such other and
further action as may be necessary or appropriate to carry out the purposes and
intent of this Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Agreement
on the date set forth on the signature page.
The undersigned desires to take title in the Common Stock and
Warrants comprising the Units as follows (check one):
_____ (a) Individual (one signature required on Page 8);
_____ (b) Husband and Wife as community property (one signature required on Page
8 if interest held in one name (i.e., managing spouse); two signatures
required on Page 8 if interest held in both names);
_____ (c) Joint Tenants with right of survivorship (both parties must sign on
Page 8);
_____ (d) Tenants in common (both parties must sign on Page 8);
_____ (e) Trust (Trustee(s) must sign on Page 9);
_____ (f) Partnership (general partner(s) must sign on Page 10);
_____ (g) Corporation (authorized officer must sign on Page 11).
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The exact location (including account number and receiving
person, if applicable) for delivery of Units:
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SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
FOR INDIVIDUAL INVESTORS
Total Units subscribed: # Aggregate Purchase Price: $
----------- --------------
INVESTOR #1 INVESTOR #2
------------------------------- -------------------------------------
Signature Signature
------------------------------- -------------------------------------
Social Security Number Social Security Number
------------------------------- -------------------------------------
Print or Type Name Print or Type Name
Residence Address Residence Address
----------------- -----------------
------------------------------- --------------------------------------
------------------------------- --------------------------------------
------------------------------- --------------------------------------
------------------------------- --------------------------------------
------------------------------- --------------------------------------
Facsimile Number Facsimile Number
Date: Date:
--------------------------- ---------------------------------
SUBSCRIPTION FOR ______ UNITS AGGREGATE PURCHASE PRICE FOR
ACCEPTED: UNITS ACCEPTED: $
-------------------
By:
-----------------------------
Authorized Representative
Date:
----------------------------
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SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
FOR TRUST INVESTORS
Total Units subscribed: # Aggregate Purchase Price: $
----------- ----------
------------------------------------
Name of Trust (please print or type)
-------------------------------------
Name of Trustee (please print or type)
-------------------------------------
Print or Type Name
-------------------------------------
Date Trust was Formed
By
------------------------------------
Trustee's signature
-------------------------------------
Taxpayer Identification Number
Trustee's Address
---------------------------
---------------------------
---------------------------
---------------------------
Attention:
-----------------
---------------------------
Facsimile Number
Executed at _________, ______________, this ___ day of February, 2000.
SUBSCRIPTION FOR ______ UNITS AGGREGATE PURCHASE PRICE FOR
ACCEPTED: UNITS ACCEPTED: $
-------------------
By:
-----------------------------
Authorized Representative
Date:
----------------------------
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SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
FOR PARTNERSHIP INVESTORS
Total Units subscribed: # Aggregate Purchase Price: $
----------- --------------
------------------------------------------ -------------------------------------
Name of Partnership (please print or type) Jurisdiction of formation
By:
-------------------------------
Signature of a General Partner
By:
-------------------------------
Signature of Additional General Partner
(if required by partnership agreement)
By:
-------------------------------
Signature of Additional General Partner
(if required by partnership agreement)
----------------------------------
Taxpayer Identification Number
Partnership's Address
---------------------------
---------------------------
---------------------------
---------------------------
Attention:
-----------------
---------------------------
Facsimile Number
Executed at _________, ______________, this ___ day of February, 2000.
SUBSCRIPTION FOR ______ UNITS AGGREGATE PURCHASE PRICE FOR
ACCEPTED: UNITS ACCEPTED: $
------------
By:
----------------------------------
Authorized Representative
Date:
----------------------------
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SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
FOR CORPORATE INVESTORS
Total Units subscribed: # Aggregate Purchase Price: $
----------- ---------
---------------------------------- -------------------------------------
Name of Corporation (please print or type) Jurisdiction of incorporation
By:
-------------------------------
Signature of authorized officer
----------------------------------
Taxpayer Identification Number
Corporation's Address
---------------------------
---------------------------
---------------------------
---------------------------
Attention:
-------------------
------------------------------
Facsimile Number
Executed at _________, ______________, this ___ day of February, 2000.
SUBSCRIPTION FOR ______ UNITS AGGREGATE PURCHASE PRICE FOR
ACCEPTED: UNITS ACCEPTED: $
------------------
By:
-----------------------------
Authorized Representative
Date:
----------------------------
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EXHIBIT A
[TO BE PROVIDED AT A LATER DATE BASED UPON REVIEW OF STATES IN WHICH SUBSCRIBERS
RESIDE/ARE BASED]
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SCHEDULE OF INVESTORS
A Units B Units
Name Purchased Purchased
---- --------- ---------
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 37,879
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 37,879
Anfel Trading Limited 378,788
ATU Holdings LLC 400,000
Austost Anstalt ▇▇▇▇▇▇ 454,545
▇▇▇▇▇, ▇▇▇▇▇▇ 75,758
Balmore S.A. 757,575
▇▇▇▇▇, ▇▇▇▇▇▇▇ 113,636
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ 303,030
Blech Family Trust 375,000
▇▇▇▇▇, ▇▇▇ and ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 22,727
Britannica Associates Limited 359,848
▇▇▇▇▇▇▇, ▇▇▇▇▇, III 37,879
Central Yeshiva ▇▇▇▇ ▇▇▇▇▇▇ 303,030
▇▇▇▇▇▇▇▇ Graphics 227,273
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ 22,727
CHL Medical Partners, L.P. 1,515,151
▇▇▇▇▇, ▇▇▇▇▇ ▇. 15,152
▇▇▇ Ventures, LLC 303,030
Dare Investments, Inc. 75,758
De, ▇▇▇▇▇▇▇▇ 27,500
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 22,727
▇▇▇▇▇ Enterprises 75,758
▇▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇▇▇ 37,879
Eros, Stella, Trust 511,364
▇▇▇▇▇, ▇▇▇▇▇▇ 38,000
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and Fagie 60,606
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ 53,030
▇▇▇▇▇▇▇, ▇▇▇▇▇ 38,000
▇▇▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇ 38,000
First Lincoln Holdings, Inc. 2,272,727
▇▇▇▇▇, ▇▇▇▇ 75,758
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇., III 30,303
G.I.G. Capital Partners, Inc. 378,788
▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 25,000
H.A.A., Inc. 151,515
Hamaayan Institute 151,515
Harbor Trust 553,030 4,454,545
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ 53,030
▇▇▇▇▇, ▇▇▇▇▇ 75,758
▇▇▇▇▇, ▇▇▇ 7,576
▇▇▇▇▇▇▇ Partners, Inc. 151,515
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇., 4/8/71 Trust 378,788
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇., 8/21/74 Trust 378,788
Jesselson, Grandchildren 10/83 Trust
FBO 378,788
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. 378,788
▇▇▇▇▇▇▇▇, ▇▇▇▇ 38,000
Leval Trading, Inc. 454,545
14
A Units B Units
Name Purchased Purchased
---- --------- ---------
▇▇▇▇▇▇▇, ▇▇▇ 75,758
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 303,030
M & G Equities 378,788
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. 15,152
Magic Consulting Corp. 37,879
▇▇▇▇▇▇, ▇▇▇▇▇▇ 37,879
▇▇▇▇▇, ▇▇▇▇ ▇. 75,758
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 378,788
Momar Corp. 750,000
MPI Partners 25,000
MWDD Partnership 75,758
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ 22,727
▇▇▇▇▇▇▇▇ Capital Group Inc. 75,758
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. 30,303
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Pension Plan 30,303
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇., Family Trust 30,303
▇'▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. 37,879
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 30,303
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 151,515
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 50,000
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. 38,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 7,576
Prudential Securities C/F, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Prodani 303,030
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ 37,879
▇▇▇▇▇▇, ▇▇▇▇▇ 75,758
▇▇▇ Vitamin dba GNC 6510 37,879
▇▇▇▇▇▇, ▇▇▇▇▇▇ 189,394
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 37,879
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 37,879
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. 114,000
▇▇▇▇▇▇, ▇▇▇▇▇ ▇. 151,515
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ 27,273
▇▇▇▇▇, ▇▇▇▇ ▇. 7,576
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 151,515
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. 151,515
Strata Equities Ltd. 151,515
▇▇▇▇▇▇, ▇▇▇▇▇▇ 30,303
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 75,000
Talbiya B. Investments Ltd. 151,515
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ 30,303
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 151,515
Veraro, Inesa 151,515
▇▇▇▇▇▇▇, ▇▇▇ 378,788
▇▇▇▇▇, ▇▇▇▇▇▇ 37,879
▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇▇, ▇▇. 15,152
▇▇▇▇▇▇▇, ▇▇▇▇▇ 151,515
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 113,636
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 75,758
▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇, ▇▇▇▇▇ 37,879
▇▇▇▇, ▇▇▇▇▇▇▇▇ 151,515
▇▇▇▇▇, ▇▇▇ 378,788