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THIS STOCK
PURCHASE AGREEMENT is dated May ,
2009 (this “ Agreement ”), between the
undersigned investor (“ Investor ”) and Spectrum
Pharmaceuticals, Inc., a Delaware corporation (the “
Company ”), whereby the parties agree as
follows:
1. The Investor
shall buy and the Company agrees to issue and sell ([
]) shares of the Company’s Common Stock, $0.001 par value per
share (the “ Shares ”) for the per-share price
of $[
].
2.
Registration . The Shares have been registered on a
registration statement on Form S-3, File No. 333-150260 (the
“ Registration Statement ”), which has been
declared effective by the Securities and Exchange Commission
(“ SEC ”), and remains effective as of the date
hereof. A final Prospectus Supplement will be delivered as required
by law. The Shares are free of restrictive legends and are free of
any resale restrictions.
3. Delivery
of Shares . The Company shall cause its transfer agent to
transmit the Shares to the Investor via either of the methods
chosen below by the Investor by issuing either a stock certificate
to the Investor evidencing the number of shares purchased by the
Investor or by utilizing the Deposit/Withdrawal at Custodian
(“ DWAC ”) system to electronically transmit the
shares to the Investor under this Stock Purchase
Agreement.
a. The
Investor agrees that, during the period beginning on the date
hereof and continuing to and including the date ninety
(90) days after the date of the final prospectus supplement
(the " Lock-Up Period ”) covering the offering of the
Shares, the Investor will not offer, sell, contract to sell,
pledge, grant any option to purchase, make any short sale or
otherwise dispose of any of the Shares.
b. The
foregoing restriction is expressly agreed to preclude the Investor
from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead up to, or result in, a sale or
disposition of the Shares even if such shares would be disposed of
by someone other than the Investor. Such prohibited hedging or
other transactions would include without limitation any short sale
(whether or not against the box) or any purchase, sale or grant of
any right (including without limitation any put or call option)
with respect to any of the Shares or with respect to any security
th
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