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EXHIBIT 1.2
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of August __, 1998, is entered into
by and among Shaman Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), Xxxxx Securities Corporation (the "Placement Agent") and U.S. Bank
Trust N.A., a national banking institution incorporated under the laws of the
United States of America (the "Escrow Agent").
WHEREAS, the Company proposes to sell a minimum of 140,000 shares
(the "Minimum Number of Shares"), up to a maximum of 200,000 shares (the
"Maximum Number of Shares") of Series C Convertible Preferred Stock, $0.001 par
value per share (the "Shares"), all as described in the Company's Registration
Statement on Form S-2 (which, together with all amendments or supplements
thereto is referred to herein as the "Registration Statement");
WHEREAS, the Shares are being offered to investors by the Placement
Agent, pursuant to a Registration Statement filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and pursuant
to registration or exemptions from registration under state securities laws;
WHEREAS, the offering of the Shares will terminate on or before
September 13, 1998 (as such date may be extended by the Company and the
Placement Agent for up to an additional 30 days) (the "Closing Date"); and
WHEREAS, with respect to all subscription payments received from
subscribers, the Company desires to establish an escrow account with the Escrow
Agent at the office of its Escrow Administration, Xxx Xxxxxxxxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, and the Escrow Agent has agreed to
establish and maintain such an account on the terms and conditions set forth in
this Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the receipt of which is
hereby acknowledged, it is agreed as follows:
1. Establishment of Escrow. The Escrow Agent hereby agrees to
receive and disburse the proceeds from the offering of the Shares and any
interest earned thereon in accordance herewith.
2. Deposit of Escrowed Property. The Placement Agent shall from time
to time cause to be wired to or deposited with the Escrow Agent funds or checks
of the subscribers delivered in payment for Shares (the "Escrowed Property").
Such Escrowed Property shall be wired to or deposited with the Escrow Agent not
later than 12:00 noon on the date following the date on which it is received by
the Placement Agent. Any wire transfers sent and any checks delivered to the
Escrow Agent shall be made in accordance with the instructions set forth in
Exhibit A attached hereto. Any checks delivered to the Escrow Agent pursuant to
the terms hereof shall be made payable to or endorsed to the order of U.S. Bank
Trust N.A. The Escrow Agent upon receipt of such checks shall present such
checks for payment to the drawee-bank under such checks. The parties hereto
acknowledge that any check delivered to the Escrow Agent will take two days to
clear the drawee bank, and no funds shall be available for
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withdrawal until such time as any such check has cleared the drawee bank. Any
checks not honored by the drawee-bank thereunder after the first presentment for
payment shall be returned to the Company in the same manner notices are
delivered pursuant to Section 6. Upon receipt of funds or checks from the
Placement Agent, the Escrow Agent shall credit such funds and the amount of such
checks to an interest-bearing account (the "Escrow Account") held by the Escrow
Agent. If following the credit of the amount of any check to the Escrow Account
such check is dishonored, the Escrow Agent, if such dishonored check amount
shall have been invested pursuant to Section 3, shall liquidate to the extent of
such dishonored check amount such investments and debit the Escrow Account for
the amount of such dishonored check plus, if any, the amount of interest and
other income earned with respect to any investment of such dishonored check
amount.
3. Investment of Escrowed Property. The Escrow Agent on the second
business day ("business day" defined for purposes of this Escrow Agreement as
any day which is not a Saturday, a Sunday or a day on which banks or trust
companies in the City of San Francisco are authorized or obligated by law,
regulation or executive order to remain closed) succeeding (unless such deposit
is made in federal or other immediately available or "same day" funds, in which
case, on the business day next succeeding) the credit of any Subscription
Payment to the Escrow Account pursuant to Section 3 and until release of such
proceeds in accordance with the terms hereof, shall place such proceeds in a
U.S. Bank Money Market Account (the "Fund"), pursuant to Rule 15c2-4 promulgated
by the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended. The Escrow Agent shall in no event be liable for any loss
resulting from any change in interest rates applicable to proceeds invested
pursuant to this Section. Interest on proceeds invested pursuant to this Section
shall accrue from the date of investment of such proceeds until the termination
of such investment pursuant to the terms hereof and shall be paid as set forth
in Section 6.
4. List of Subscribers. The Placement Agent shall furnish or cause
to be furnished to the Escrow Agent, at the time of each deposit of funds or
checks pursuant to Section 2, a list, substantially in the form of Exhibit B
hereto, containing the name of, the address of, the number of Shares subscribed
for by, the subscription amount delivered to the Escrow Agent on behalf of, and
the social security or taxpayer identification number, if applicable, of, each
subscriber whose funds are being deposited, and to which is attached a completed
W-9 form (or, in the case of any subscriber who is not a United States citizen
or resident, a W-8 form) for each listed subscriber. The Escrow Agent shall
notify the Placement Agent and the Company of any discrepancy between the
subscription amounts set forth on any list delivered pursuant to this Section 4
and the subscription amounts received by the Escrow Agent. The Escrow Agent is
authorized to revise such list to reflect the actual subscription amounts
received and the release of any subscription amounts pursuant to Section 5.
5. Disbursement of Funds.
(a) Initial Closing of Offering. If the Escrow Agent has
received, on or before September 13, 1998 (as such date may be extended by the
Company and the Placement Agent for up to an additional 30 days by written
notice to the Escrow Agent) (the "Initial Closing Date"): (i) Subscription
Payments for not less than the Minimum Number of Shares, (ii) the Company's
written acceptance of Subscribers who have submitted Subscription Payments with
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respect to not less than the Minimum Number of Shares, and (iii) written
instructions from an authorized officer of the Company and the Placement Agent
stating that all conditions of the Offering have been fulfilled, substantially
in the form attached hereto as Exhibit D (the "Closing Notice"), the Escrow
Agent shall disburse all Subscription Payments plus all interest accrued thereon
in immediately available funds (by wire transfer or such other reasonable method
of payment as requested by the Company) to the bank designated on the Closing
Notice for the account of the Company. The date on which such disbursement is
made is hereinafter referred to as the Initial Closing. The Initial Closing Date
shall not be earlier than the clearance of any funds received by the Escrow
Agent.
(b) Additional Closings. In the event that additional funds
are raised subsequent to the Initial Closing, one or more later closings may be
held until the termination of this Agreement as provided below. The Escrow Agent
shall release these additional funds to the designated bank from time to time
upon receipt of written instructions from an authorized officer of the Company
and the Placement Agent. Any additional closing date shall not be earlier than
the clearance of any funds received by the Escrow Agent relating to such
closing.
(c) Distribution at Each Closing. The Escrow Agent, after
receipt of such Closing Notice and the clearance of all funds received by the
Escrow Agent:
(i) on or prior to the Closing Date identified in such
Closing Notice, shall liquidate any investments that shall have been made
pursuant to Section 3 to the extent of the subscription payments to be
distributed pursuant to the immediately succeeding clause (ii); and
(ii) on such Closing Date, pay to the Company and the
Placement Agent, in federal or other immediately available funds and
otherwise in the manner specified by the Company in such Closing Notice,
an amount equal to the aggregate of the subscription payments paid by the
subscribers identified in such Closing Notice for the Shares to be sold on
such Closing Date, plus all interest accrued thereon.
(d) Termination of the Offering/Refund of Subscription
Payments. If the Escrow Agent has not received on or before the Initial Closing
Date Subscription Payments for the Minimum Number of Shares and shall have
received a notice, substantially in the form of Exhibit C hereto (an "Offering
Termination Notice"), from the Company, then the Escrow Agent shall release all
Subscription Payments (with interest actually earned thereon), to each
Subscriber
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at the address given by each Subscriber in such Subscriber's Purchase Agreement
and the Escrow Agent shall notify the Company and the Placement Agent of its
release of the Subscription Payments. All disbursements by the Escrow Agent
pursuant to this Section shall be made on the Escrow Agent's usual escrow checks
and shall be mailed by first class United States Postal Services mail, postage
pre-paid, as soon as practicable but not later than the third business day after
the Termination Date. The Company will provide all interest calculations to the
Escrow Agent, based on the interest rate for the Fund provided by the Escrow
Agent.
(e) Rejection of Subscriptions. If the Escrow Agent shall
receive, prior to receipt of the Closing Notice, written instructions from an
authorized officer of the Company and the Placement Agent, substantially in the
form attached hereto as Exhibit E hereto (a "Subscription Termination Notice"),
requesting the Escrow Agent to refund to one or more Subscribers such
Subscriber's Subscription Payment, then the Escrow Agent shall release such
Subscriber's Subscription Payment (together with interest actually accrued
thereon), to such Subscriber, at the address given by such Subscriber in such
Subscriber's Purchase Agreement. All disbursements by the Escrow Agent pursuant
to this Section shall be made in accordance with Section 5(d) above.
(f) On a date following the transfer of any interest earned
for the account of each subscriber pursuant to Section 5(a), (b), (c) or (d),
but not later than January 31, 1999, the Escrow Agent shall provide each
subscriber with tax form 1099 setting forth the amount of such interest.
(g) For the purposes of this Section 5, any check that the
Escrow Agent shall be required to send to any subscriber shall be sent to such
subscriber by first class mail, postage prepaid, at such subscriber's address
furnished to the Escrow Agent pursuant to Section 4.
6. Termination Date. This Agreement will terminate upon the first to
occur of (the "Termination Date"): (a) the failure of the Company to meet the
conditions of the Initial Closing as provided above; (b) the sale of the Maximum
Number of Shares; (c) thirty days from the Initial Closing Date; provided,
however, that the Company and the Placement Agent may extend the Offering for up
to an additional 30 days by written notice to the Escrow Agent; or (d) the date
on which written notice of termination executed by the Placement Agent and an
authorized officer of the Company is provided to the Escrow Agent and any funds
held by the Escrow Agent pursuant to this Agreement are distributed by the
Escrow Agent in accordance with the terms hereof.
7. Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be (a) delivered by hand or
(b) sent by mail, registered or certified, with proper postage prepaid, and
addressed as follows:
if to the Company, to:
Shaman Pharmaceuticals, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxxx
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with a copy to:
Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP
2200 Geng Road
Two Embarcadero Place
Palo Alto, California 94303
Attention: J. Xxxxxxx Xxxxxxxxx, Esq.
if to the Placement Agent, to:
Xxxxx Securities Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxx X. Xxxxx
with a copy to:
Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP
Xxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: A. Xxxx Xxxxxx, Esq.
if to the Escrow Agent, to:
U.S. Bank Trust N.A.
Escrow Administration
Xxx Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxxx
or to such other address as the person to whom notice is to be given may have
previously furnished to the others in the above referenced manner. All such
notices and communications, if mailed, shall be effective when deposited in the
mails, except that notices and communications to the Escrow Agent and notices of
changes of address shall not be effective until received.
8. Concerning the Escrow Agent. To induce the Escrow Agent to act
hereunder, it is further agreed by the Company and Placement Agent that:
(a) The Escrow Agent shall not be under any duty to give the
Escrowed Property held by it hereunder any greater degree of care than it gives
its own similar property and shall not be required to invest any funds hold
hereunder except as directed in this Escrow Agreement. Uninvested funds held
hereunder shall not earn or accrue interest.
(b) This Escrow Agreement expressly sets forth all the duties
of the Escrow Agent with respect to any and all matters pertinent hereto. No
implied duties or obligations shall be read into this Escrow Agreement against
the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any
agreement among the other parties hereto except this Escrow Agreement.
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(c) The Escrow Agent shall not be liable, except for its own
negligence or willful misconduct, and, except with respect to claims based upon
such negligence or willful misconduct that are successfully asserted against the
Escrow Agent, the other parties hereto shall jointly and severally indemnify and
hold harmless the Escrow Agent (and any successor Escrow Agent) from and against
any and all losses, liabilities, claims, actions, damages and expenses,
including reasonable attorneys, fees and disbursements, arising out of and in
connection with this Escrow Agreement. Without limiting the foregoing, the
Escrow Agent shall in no event be liable in connection with its investment or
reinvestment of any cash held by it hereunder in good faith, in accordance with
the terms hereof, including without limitation any liability for any delays (not
resulting from gross negligence or willful misconduct) in the investment or
reinvestment of the Escrowed Property, or any loss of interest incident to any
such delays.
(d) The Escrow Agent shall be entitled to rely upon any order,
judgment, certification, demand, notice, instrument or other writing delivered
to it hereunder without being required to determine the authenticity or the
correctness of any fact stated therein or the propriety or validity of the
service thereof. The Escrow Agent may act in reliance upon any instrument or
signature believed by it in good faith to be genuine and may assume, if in good
faith, that any person purporting to give notice or receipt or advice or make
any statement or execute any document in connection with the provisions hereof
has been duly authorized to do so.
(e) The Escrow Agent may act pursuant to the advice of counsel
with respect to any matter relating to this Escrow Agreement and shall not be
liable for any action taken or omitted in good faith and in accordance with such
advice.
(f) The Escrow Agent does not have any interest in the
Escrowed Property deposited hereunder but is serving as escrow holder only. Any
payments of income from the Escrow Account shall be subject to withholding
regulations then in force with respect to United States taxes. The parties
hereto will provide the Escrow Agent with appropriate W-9 forms for taxpayer
identification number certification or non-resident alien certifications.
This paragraph (f) and paragraph (c) of this Section 8 shall survive
notwithstanding any termination of this Escrow Agreement or the resignation of
the Escrow Agent.
(g) The Escrow Agent makes no representation as to the
validity, value, genuineness or the collectibility of any security or other
documents or instrument held by or delivered to it.
(h) The Escrow Agent shall not be called upon to advise any
party as to the wisdom in selling or retaining or taking or refraining from any
action with respect to any securities or other property deposited hereunder.
(i) The Escrow Agent (and any successor escrow agent) at any
time may be discharged from its duties and obligations hereunder by the delivery
to it of notice of termination signed by both the Company and the Placement
Agent or at any time may resign by giving written notice to such effect to the
Company and the Placement Agent. Upon any such termination or resignation, the
Escrow Agent shall deliver the Escrowed Property to any successor escrow agent
jointly designated by the other parties hereto in writing, or to any court
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of competent jurisdiction if no such successor escrow agent is agreed upon,
whereupon the Escrow Agent shall be discharged of and from any and all further
obligations arising in connection with this Escrow Agreement. The termination or
resignation of the Escrow Agent shall take effect on the earlier of (i) the
appointment of a successor (including a court of competent Jurisdiction) or (ii)
the day that is 30 days after the date of delivery: (A) to the Escrow Agent of
the other parties' notice of termination or (B) to the other parties hereto of
the Escrow Agent's written notice of resignation. If at that time the Escrow
Agent has not received a designation of a successor escrow agent, the Escrow
Agent's sole responsibility after that time shall be to keep the Escrowed
Property safe until receipt of a designation of successor escrow agent or a
joint written disposition instruction by the other parties hereto or any
enforceable order of a court of competent jurisdiction.
(j) The Escrow Agent shall have no responsibility for the
contents of any writing of any third party contemplated herein as a means to
resolve disputes and may rely without any liability upon the contents thereof.
(k) In the event of any disagreement among or between the
other parties hereto and/or the subscribers of the Shares resulting in adverse
claims or demands being made in connection with the Escrowed Property, or in the
event that the Escrow Agent in good faith is in doubt as to what action it
should take hereunder, the Escrow Agent shall be entitled to retain the Escrowed
Property until the Escrow Agent shall have received (i) a final and
non-appealable order of a court of competent jurisdiction directing delivery of
the Escrowed Property or (ii) a written agreement executed by the other parties
hereto and consented to by the subscribers directing delivery of the Escrowed
Property, in which event the Escrow Agent shall disburse the Escrowed Property
in accordance with such order or agreement. Any court order referred to in (i)
above shall be accompanied by a legal opinion by counsel for the presenting
party satisfactory to the Escrow Agent to the effect that said court order is
final and non-appealable. The Escrow Agent shall act on such court order and
legal opinion without further question.
(l) As consideration for its agreement to act as Escrow Agent
as herein described, the other parties hereto, jointly and severally, agree to
pay the Escrow Agent fees determined in accordance with the terms set forth on
Exhibit F hereto (made a part of this Escrow Agreement as if herein set forth).
In addition, the other parties hereto, jointly and severally, agree to reimburse
the Escrow Agent for all reasonable expenses, disbursements and advances
incurred or made by the Escrow Agent in performance of its duties hereunder
(including reasonable fees, expenses and disbursements of its Counsel).
(m) The other parties hereto irrevocably (i) submit to the
jurisdiction of any California State or federal court sitting in the City of San
Francisco in any action or proceeding arising out of or relating to this Escrow
Agreement, (ii) agree that all claims with respect to such action or proceeding
shall be heard and determined in such California State or federal court and
(iii) waive, to the fullest extent possible, the defense of an inconvenient
forum. The other parties hereby consent to and grant any such court jurisdiction
over the persons of such parties and over the subject matter of any such dispute
and agree that delivery or mailing of process or other papers in connection with
any such action or proceeding in the manner provided hereinabove, or in such
other manner as may be permitted by law, shall be valid and sufficient service
thereof.
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(n) No printed or other matter in any language (including,
without limitation, the Registration Statement, notices, reports and promotional
material) which mentions the Escrow Agent's name or the rights, powers, or
duties of the Escrow Agent shall be issued by the other parties hereto or on
such parties' behalf unless the Escrow Agent shall first have given its specific
written consent thereto. The Escrow Agent hereby consents to the use of its name
and the reference to the escrow arrangement in the Registration Statement.
9. Miscellaneous.
(a) This Escrow Agreement shall be binding upon and inure
solely to the benefit of the parties hereto and their respective successors and
assigns, heirs, administrators and representatives, and the subscribers of the
Shares, and shall not be enforceable by or inure to the benefit of any other
third party except as provided in paragraph (i) of Section 8 with respect to the
termination of, or resignation by, the Escrow Agent. No party may assign any of
its rights or obligations under this Escrow Agreement without the written
consent of the other parties.
(b) This Escrow Agreement shall be construed in accordance
with and governed by the internal law of the State of California (without
reference to its rules as to conflicts of law).
(c) This Escrow Agreement may only be modified by a writing
signed by all of the parties hereto and consented to by the subscribers of the
Shares adversely affected by such modifications. No waiver hereunder shall be
effective unless in a writing signed by the party to be charged.
(d) This Escrow Agreement shall terminate upon the payment
pursuant to Section 5 of all amounts held in the Escrow Account.
(e) The section headings herein are for convenience only and
shall not affect the construction thereof. unless otherwise indicated,
references to Sections are to Sections contained herein.
(f) This Escrow Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
[remainder of page intentionally blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed as of the day and year first above written.
SHAMAN PHARMACEUTICALS, INC.
By:
--------------------------------------------
Name:
Title:
XXXXX SECURITIES CORPORATION
By:
--------------------------------------------
Name:
Title:
U.S. BANK TRUST N.A.
By:
--------------------------------------------
Name:
Title:
[SIGNATURE PAGE TO ESCROW AGREEMENT]
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EXHIBIT A
Transfer Instructions
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EXHIBIT B
SUMMARY OF CASH RECEIVED
NEW PARTICIPANT DEPOSIT
Date: ______________________
Deposit Date: List Number: ______________________
Investment Date: Page ___ of ___
Batch Number: Approved By: ______________________
JOB#: ______________________
For Bank use only
Title: ________________
NUMBER OF TAX ID NO./
NAME DEPOSIT SHARES ADDRESS SOC. SEC. NO.
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EXHIBIT C
Form of Offering Termination Notice
U.S. Bank Trust N.A.
Escrow Administration
Xxx Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
Dear Xx. Xxxxxxxxxx:
Pursuant to Section 5(d) of the Escrow Agreement dated as of August
__, 1998 (the "Escrow Agreement") among Shaman Pharmaceuticals, Inc. (the
"Company"), Xxxxx Securities Corporation and you, the Company hereby notifies
you of the termination of the offering of the Shares (as that term is defined in
the Escrow Agreement) and directs you to make payments to subscribers as
provided for in Section 5(d) of the Escrow Agreement.
Very truly yours,
SHAMAN PHARMACEUTICALS, INC.
By:
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Name:
Title:
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EXHIBIT D
Form of Closing Notice
____________ __, 1998
U.S. Bank Trust N.A.
Escrow Administration
Xxx Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
Dear Xx. Xxxxxxxxxx:
Pursuant to Section 5(a) of the Escrow Agreement dated as of August
__, 1998 (the "Escrow Agreement") among Shaman Pharmaceuticals, Inc. (the
"Company"), Xxxxx Securities Corporation and you, the Company hereby certifies
that it has received subscriptions for the Shares (as that term is defined in
the Escrow Agreement) and the Company will sell and deliver Shares to the
subscribers thereof at a closing to be held on September __, 1998 (the "Closing
Date"). The names of the subscribers concerned, the number of Shares subscribed
for by each of such subscribers and the related subscription amounts are set
forth on Schedule I annexed hereto.
We hereby request that the aggregate subscription amount be paid to
the Placement Agent and us as follows:
1. To the Company, $________;
2. To Xxxxx Securities Corporation, $____________; and
3. To the Escrow Agent, $____________.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.
Very truly yours,
SHAMAN PHARMACEUTICALS, INC.
By:
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Name:
Title:
XXXXX SECURITIES CORPORATION
By:
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Name:
Title:
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EXHIBIT E - SCHEDULE I
SCHEDULE I
NAME OF SUBSCRIBER NUMBER OF SHARES SUBSCRIPTION AMOUNT
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EXHIBIT E
Form of Subscription Termination Notice
U.S. Bank Trust N.A.
Escrow Administration
Xxx Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
Dear Xx. Xxxxxxxxxx:
Pursuant to Section 5(e) of the Escrow Agreement dated as of August
__, 1998 (the "Escrow Agreement") among Shaman Pharmaceuticals, Inc. (the
"Company"), Xxxxx Securities Corporation and you, the Company hereby notifies
you that the following subscription(s) have been rejected:
AMOUNT OF SUBSCRIBED AMOUNT OF
NAME OF SUBSCRIBERS SHARES REJECTED REJECTED SUBSCRIPTION
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$ $
Very truly yours,
SHAMAN PHARMACEUTICALS, INC.
By:
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Name:
Title:
X-0
00
XXXXXXX X
X-0
