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SHAMAN PHARMACEUTICALS, INC.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement"), dated as of _________,
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 per share, set forth opposite their names on Schedule I attached hereto
(the "Shares") pursuant to a prospectus dated ____________ (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 each of 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
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 no later than 4:30 p.m., New York City time, on
________, 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.
3.1 Organization; Good Standing; Qualification. The Company is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware, has all requisite corporate power and authority
to own and operate its properties and assets and to carry on its business as
now conducted and as proposed to be conducted,, to execute and deliver this
Agreement, to issue and sell the Shares, and to carry out the provisions of
this Agreement.
3.2 Authorization. All corporate action on the part of the
Company, its officers, directors, and stockholders necessary for the
authorization, execution and delivery of this Agreement, the performance of all
obligations of the
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Company hereunder and the authorization, issuance (or reservation for issuance),
sale, and delivery of the Shares has been taken or will be taken prior to the
Closing, and this Agreement constitutes the valid and legally binding obligation
of the Company, enforceable in accordance with its terms except (i) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws
of general application affecting enforcement of creditors' rights generally, and
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies.
3.3 Valid Issuance of Common Stock. The Shares that are being
purchased by the Purchaser hereunder, when issued, sold and delivered in
accordance with the terms of this Agreement for the consideration expressed
herein, will be duly and validly issued, fully paid, and nonassessable, will be
issued in compliance with all applicable federal and state securities laws and
will be free of restriction on transfer other than under applicable state and
federal securities laws.
4. Miscellaneous.
a. This Agreement may be executed in two or more counterparts, and
such counterparts shall constitute 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 Agreement 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 the terms of this
Agreement to effectuate the transactions contemplated hereby.
5. Governing Law. This Agreement shall be governed by the internal
laws of the State of California, without giving effect to the conflict of laws
principles thereof.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date and year first above written.
THE PURCHASERS:
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(Name of Entity)
By:
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Title:
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SHAMAN PHARMACEUTICALS, INC.
By:
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Title:
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