EXHIBIT 10
SECOND AMENDMENT, (the "Second Amendment"), dated December
17, 1997, to the Registration Rights Agreement (the "Registration
Rights Agreement"), dated March 3, 1995, as amended, among Biofield
Corp., a Delaware corporation (the "Company"), GS Capital Partners,
L.P., a Delaware limited partnership ("GSCP"), and the other parties
signatory thereto.
WHEREAS, the Company is contemplating a private placement
(the "Placement Offering") of its common stock, par value $.001 (the
"Common Stock") with a maximum offering amount of $15,000,000 in gross
proceeds and a minimum offering amount of $7,000,000 in gross
proceeds;
WHEREAS, in connection with the Placement Offering, the
Company is offering to issue, upon consummation of the Placement
Offering, shares of Common Stock in exchange for certain of its
outstanding Warrants (the "Warrant Exchange");
NOW, THEREFORE, in consideration of the premises and of the
respective agreements and conditions contained herein, the parties
agree as follows:
1. Capitalized Terms. Capitalized terms used but otherwise
not defined herein have the meaning assigned to such terms in the
Registration Rights Agreement.
2. Amendment to Section 1.6. Section 1.6 of the
Registration Rights Agreement is hereby amended and restated in its
entirety as follows:
"1.6. "Registrable Securities": any shares of Common Stock
issued upon conversion of any share of New Series Preferred
Stock or upon exercise or exchange of any of the Warrants
(and any shares issued upon any subdivision, combination or
reclassification of such shares or any stock dividend in
respect of any of the foregoing shares). As to any
particular Registrable Securities, such securities shall
cease to be Registrable Securities when (i) a registration
statement with respect to the sale of such securities shall
have been declared effective under the Securities Act and
such securities shall have been disposed of in accordance
with such registration statement, or (ii) such securities
shall have been sold (other than in a privately negotiated
sale) pursuant to Rule 144 (or any successor provision)
under the Securities Act and in compliance with the
requirements of paragraphs (c), (e), (f) and (g) of Rule 144
(notwithstanding the provisions of paragraph (k) of such
Rule)."
3. Shelf Registration. It is understood and agreed to by
the Company that a request by any Holder to include Registrable
Securities pursuant to Section 2.2 of the Registration Rights
Agreement in any registration statement covering the resale of
securities issued in the Placement Offering shall not, by itself,
violate any lock-up letter or similar agreement executed by any Holder
in connection with the Placement Offering or the Warrant Exchange, it
being understood that the foregoing shall not permit a Holder to sell
or offer to sell securities under such registration statement during
the lock-up period described in any such lock-up letter or in a
similar agreement.
4. Continuing Effect of the Registration Rights Agreement.
This Second Amendment shall not constitute an amendment of any other
provision of the Registration Rights Agreement not expressly referred
to herein and shall not be construed as a consent to any further or
future amendment of any of the terms of the Registration Rights
Agreement. Except as expressly amended hereby, the provisions of the
Registration Rights Agreement are and shall remain in full force and
effect.
5. Counterparts. This Second Amendment may be executed in
counterparts, each of which shall for all purposes be deemed to be an
original and all of which shall constitute the same instrument.
6. Governing Law. This Second Amendment shall be construed
in accordance with and governed by the laws of the State of New York
applicable to agreements made and to be performed wholly within such
jurisdiction.
IN WITNESS WHEREOF, each of the parties hereto has caused
this Second Amendment to be duly executed on its behalf as of the date
first above written.
BIOFIELD CORP.
By: /s/Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President
GS CAPITAL PARTNERS, L.P.
By: GS Advisors L.P., its general partner
By: GS Advisors, Inc., its general partner
By:/s/ Xxxxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
AGREED AND ACCEPTED BY:
XXXXX XXXXXX XXXX 0000, X.X.
By: Stone Street Funding Corp., its general partner
By:/s/ Xxxxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
STONE STREET FUND 1995, L.P.
By: Stone Street Value Corp., its general partner
By:/s/ Xxxxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXX XXXXXX XXXX 0000, X.X.
By: Stone Street Funding Corp., its general partner
By:/s/ Xxxxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXX XXXXXX XXXX 0000, X.X.
By: Stone Street Value Corp., its general partner
By:/s/ Xxxxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
