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Exhibit 4.20
BIOFIELD CORP.
SHARE OPTION AGREEMENT
Date of Grant: _________
No. of Shares:___________
1. Grant of Option. FOR VALUE RECEIVED, Biofield Corp.,
a Delaware corporation (the "Company"), hereby grants to ____________
("Optionee"), the following option ("Option") to subscribe for and purchase,
upon the terms and conditions hereinafter set forth, an aggregate of _________
shares (subject to adjustment as hereinafter provided) of the Company's common
stock, par value $.001 per share ("Stock") at an exercise price equal to
$______ per share ("Exercise Price"). It is understood that this Option is not
intended to constitute an incentive stock option as that term is defined in
Section 422A of the Internal Revenue Code of 1986, as amended and is not being
issued pursuant to any plan of the Company.
2. Exercise Period. The Optionee may exercise the
Option upon the occurrence of any of the following "milestone" events:
Once exercisable, the Option may be exercised by the Optionee in any
order, and for an number of shares up to the total number of shares as to which
the Option has become exercisable, less the number of shares as to which the
option has previously been exercised, at any time until the termination or
expiration of the Option provided that the Option may only be exercised for
whole shares.
The Option shall terminate on ____________, and shall thereafter
expire. Notwithstanding the foregoing, so long as Optionee is an employee of
the Company, all unexercisable Options shall become immediately exercisable
upon the sale of all or substantially all of the assets of the Company, or upon
the merger, consolidation or combination of the Company with another company in
which the Company is not the surviving company.
3. Procedure for Exercise. The Optionee may exercise
the Option in whole or in part, but not as to any fractional shares, by
surrender of this Option, properly endorsed if required, at the principal
office of the Company, and by delivering by certified check or bank check the
aggregate Exercise Price for the number of shares to be purchased pursuant to
such purchasing the shares of Common Stock for investment purposes and not with
a view to distribution otherwise than in compliance with the Securities Act of
1933, as amended (the "Securities Act"), and agreeing not to offer to sell,
sell or otherwise dispose of, any of such shares acquired by Optionee pursuant
to this Option in violation of the
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Securities Act or any applicable state securities laws. The Shares purchased
shall be deemed to be issued to the Optionee on the date on which the Optionee
is surrendered and payment is made for the shares. Certificates representing
the shares purchased shall be delivered to the Optionee within ten days after
the rights represented by the Option have been properly exercised. Unless the
Option shall have expired or shall have been fully exercised, a new Share
Option Agreement in the same form as this Share Option Agreement representing
any number of shares for which this Option shall not have been exercised, shall
also be delivered to the Optionee within that time.
4. Shares to be Fully Paid; Reservation. The Company
covenants and agrees that when issued and paid for in accordance with the terms
of this Share Option Agreement, the shares of Common Stock underlying this
Option shall, on issuance, be fully paid and nonassessable and free from all
taxes, liens and charges related to the issuance of the shares. The Company
further covenants and agrees that during the period within which the rights
represented by this Option may be exercised, the Company shall, at all times,
have authorized and reserved for the purpose of issuance or transfer on
exercise of this Option a sufficient number of shares subject to this Option to
provide for its exercise.
5. Adjustment of Number of Option Shares. The number of
shares purchasable upon the exercise of the Option shall be subject to
adjustment if the Company shall (i) pay a dividend in shares of stock or make a
distribution in shares of Stock, (ii) subdivide (by means of stock split or
otherwise) its outstanding shares of Stock, (iii) combine or reduce (by means
of reverse stock split or otherwise) its outstanding shares of Stock, or (iv)
issue by reclassification of its shares of Stock other securities of the
Company. The exercise price and number of shares issuable upon exercise of the
Option immediately prior thereto shall be proportionately adjusted so that
Optionee shall be entitled to receive upon payment of the aggregate exercise
price the number of shares of the Company which Optionee would have owned or
would have been entitled to receive after the happening of any of the events
described above had the Option been exercised immediately prior to the
happening of any of the events described above had the Option been exercised
immediately prior to the happening of such event or any record date with
respect thereto. Any adjustment made pursuant to this paragraph shall become
effective immediately after the effective date of such event retroactive to the
record date, if any, for such event.
6. Legend. The Optionee consents to the placement of
any legend required by applicable state securities laws and of the following
legend on each certificate representing the Stock:
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"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE
SOLD, TRANSFERRED, EXCHANGED OR OTHERWISE DISPOSED OF UNLESS (1) A
REGISTRATION STATEMENT UNDER SUCH ACT IS THEN IN EFFECT WITH RESPECT
THEREOF, (2) A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OF OTHER
COUNSEL FOR THE HOLDER REASONABLE ACCEPTABLE TO THE ISSUER HAS BEEN
OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED, OR (3) A
"NO ACTION" LETTER OR ITS THEN EQUIVALENT HAS BEEN ISSUED BY THE
SECURITIES EXCHANGE COMMISSION TO THE EFFECT THAT NO SUCH REGISTRATION
IS REQUIRED IN CONNECTION THEREWITH."
7. Assignment. This Option, without the prior written
consent of the Company, may not be sold, conveyed, assigned, or otherwise
transferred and any such attempt to transfer shall be void ab initio.
Notwithstanding the foregoing, this Option may be transferred to the Optionee's
spouse or children by operation of law or otherwise in the event of the
Optionee's death.
8. No Shareholder Rights. The Optionee shall have no
rights as a shareholder of the Company with respect to shares of Common Stock
covered by this Option until payment for such shares shall have been made in
full and until the date of issuance of a stock certificate for such shares.
9. Lock-up Agreement. Upon request of the Company, the
Optionee agrees to execute an agreement, in form and substance satisfactory to
the managing underwriter or underwriters of the Company's securities, not to
sell, pledge, contract to sell, grant any option or otherwise dispose of any
shares of Stock owned or acquired by the Optionee upon exercising of this
Option for such period of time as requested by such underwriter in connection
with any public offering of the Company's securities.
10. Miscellaneous
(a) This Agreement shall be construed in
accordance with, and governed by, the internal laws of the State of Delaware
(without reference to its rules as to conflicts of law).
(b) This Agreement may only be modified
by a writing signed by each of the parties hereto.
(c) The section headings herein are for
convenience only and shall not affect the construction thereof.
(d) All notices hereunder shall be in
writing and if to the Company, shall be delivered personally to the Secretary
of the Company or mailed, by certified mail, return receipt requested or by
guaranteed next business day delivery service to its principal office,
addressed to the attention of the Secretary, and if to the Optionee, shall be
delivered personally or mailed, by certified mail, return receipt requested or
by guaranteed next business day
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delivery service to the address noted on the signature page of this Share
Option Agreement. Either party may change its address for receipt of notices
by advising the other party of such change in writing in accordance with the
preceding sentence.
(e) This Agreement may be executed in one or more
counterparts but all such separate counterparts shall constitute but one and
the same instrument; provided that, although executed in counterparts, the
executed signature pages of each such counterpart may be affixed to a single
copy of this Agreement which shall constitute an original.
IN WITNESS WHEREOF, the Company has caused this option to be executed
by its duly authorized officer as of this ___ day of _________, 199____.
BIOFIELD CORP.
By:/s/
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XXXXXXX X. XXXXXXXXX
Executive Vice President
General Counsel
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Address:
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Social Security Number
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