SHAMAN PHARMACEUTICALS, INC.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement"), dated as of January __,
1997, is entered into by and between each of the parties who are designated as
Purchasers on the signature page to this Agreement (each, a "Purchaser" and
collectively, the "Purchasers") and Shaman Pharmaceuticals, Inc., a Delaware
corporation (the "Company").
The Company has offered to sell, and each of the Purchasers has agreed to
purchase, the number of shares of the Company's Common Stock, $.001 par value
each, set forth opposite their names on Schedule I attached hereto (the
"Shares") pursuant to a prospectus dated January __, 1997 (the "Prospectus").
In connection therewith, the Company and each of the Purchasers, severally and
not jointly, hereby agree as follows:
1. PURCHASE AND SALE OF SHARES. Subject to the terms set forth herein,
the Company agrees to sell the Shares to the Purchasers at a purchase price of
$____ per share (the "Purchase Price") and to deliver such Shares on the Closing
Date (as hereinafter defined), and upon the basis of the representations and
warranties, and subject to the terms set forth herein, each of the Purchasers
agrees, severally and not jointly, to purchase the number of Shares set forth
opposite its name on Schedule I attached hereto from the Company for an amount
equal to the Purchase Price multiplied by such number of the Shares set forth in
Schedule I (the "Total Purchase Price").
2. CLOSING. The closing of the purchase and sale of the Shares (the
"Closing") shall take place by no later than 11:00 a.m., New York City time, on
January __, 1997, or at such other time as the Company and the Purchasers may
agree upon in writing (such time and date of the closing being referred to
herein as the "Closing Date").
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants that the representations and warranties set forth in Section 3 of
the Placement Agency Agreement between the Company and ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC as
Placement Agent dated January __, 1997 are true and accurate on the date hereof,
will be true and accurate on the Closing Date and shall survive the Closing Date
and be in effect notwithstanding any investigation at any time made by or on
behalf of any Purchaser.
4. CONDITIONS TO CLOSING. The obligations of a Purchaser hereunder shall
be subject to the condition that the representations and warranties set forth in
the Placement Agency Agreement are true and accurate on the Closing Date.
5. MISCELLANEOUS.
(a) This Agreement may be executed in one or more counterparts, and
such counterparts shall constitute but one and the same agreement.
(b) This Agreement shall inure to the benefit of and be binding upon
the signatories hereto and no other person shall have any right or obligation
hereunder. This may not be assigned by either party hereto.
(c) This Agreement, together with the schedules hereto, constitutes
the complete agreement between the parties hereto with respect to the subject
matter hereof and may be amended only in a writing which is executed by the
Company and the Purchasers.
(d) The Company and the Purchasers agree to cooperate with each other
to deliver such additional documents and instruments and take such further
actions as shall be necessary or appropriate under and the terms of this
Agreement to effectuate the transactions contemplated hereby.
6. GOVERNING LAW. This Agreement shall be governed by the internal laws
of California.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date and year first above written.
, as a Purchaser
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, as a Purchaser
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SHAMAN PHARMACEUTICALS, INC.,
as Company
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