STOCK PURCHASE AGREEMENT (the "Agreement") dated as of January 10, 2000,
between BIOFIELD CORP., a Delaware corporation (the "Company"), and
______________________, a director of the Company (the "Director"), having an
address at __________________________________________________________________
_____________________________________________________________________________.
WHEREAS, the Company desires to issue and sell to the Director, and the
Director desires to acquire, 100,000 shares of the Company's common stock, par
value $0.001 per share (the "Common Stock").
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the Company and the Director agree as follows:
ARTICLE 1
PURCHASE AND SALE OF COMMON STOCK
1.1 PURCHASE AND SALE OF COMMON STOCK. Upon the terms and conditions set
forth herein, simultaneously herewith, the Company is issuing and selling to the
Director, and the Director is purchasing, 100,000 shares of Common Stock (the
"Shares"), which is to be registered in the name of the Director.
1.2 PURCHASE PRICE. The aggregate purchase price for the Shares is $5,000
(the "Purchase Price").
1.3 THE CLOSING. The purchase and sale of the Shares (the "Closing") is
taking place upon execution by the parties of this Agreement and delivery to the
Company of the Purchase Price (the "Closing Date"). After the Closing, the
Company shall deliver to the Director a stock certificate representing the
Shares registered in the name of _____________________.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY. The Company
makes the following representations, warranties and agreements with and to the
Director:
(A) ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
and validly existing and in good standing under the laws of the State of
Delaware and has the requisite corporate power to own its properties and to
carry on its business as now being conducted.
(B) AUTHORIZATION. (i) The Company has the requisite corporate power
and authority to enter into and perform this Agreement and to issue the Shares
in accordance with the terms hereof, (ii) the execution and delivery of this
Agreement by the Company and the consummation by it of the transactions
contemplated hereby has been duly authorized by the Company's Board of Directors
and no further consent or authorization of the Company or its Board of Directors
or stockholders is required, (iii) this Agreement has been duly executed and
delivered by the Company, and (iv) this Agreement constitutes a valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally the enforcement of, creditors' rights and
remedies or by other equitable principles of general application.
(C) ISSUANCE OF SHARES. The Shares, upon issuance in accordance with
this Agreement, will be duly authorized, validly issued, fully paid and
nonassessable and free and clear of all liens, claims and encumbrances.
(D) NO CONFLICTS. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby or relating hereto do not and shall not (i) result in the
violation of the Company's certificate of incorporation, as amended to date, or
by-laws, as currently in effect, or (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company is
a party or result in a violation of any law, rule, regulation, order, judgment
or decree (including Federal securities laws and regulations) applicable to the
Company, or by which any property or asset of the Company is bound or affected
(except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations that could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect). The Company is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under this Agreement or issue and sell
the Shares in accordance with the terms hereof.
(E) COMPANY INFORMATION. The Company suspended its duty to file reports
with the Securities and Exchange Commission (the "SEC") pursuant to the
reporting requirements of the Securities Exchange Act of 1934 (the "Exchange
Act") on or about February 26, 1999, and terminated the registration of the
Common Stock under the Exchange Act on or about 90 days thereafter. As a result,
the Company is not a reporting company under the Exchange Act and the Common
Stock is no longer registered under the Exchange Act. The Company is in the
process of auditing its financial statements for the two years ended December
31, 1999.
2.2 REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE DIRECTOR. The
Director makes the following representations, warranties and agreements with and
to the Company:
(A) AUTHORIZATION. (i) The Director has the requisite power, capacity
and authority to enter into and perform this Agreement, (ii) this Agreement has
been duly executed and delivered by the Director, and (iii) this Agreement
constitutes a valid and binding obligation of the Director enforceable against
the Director in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally the enforcement
of, creditors' rights and remedies or by other equitable principles of general
application.
(B) NO CONFLICTS. The execution, delivery and performance of this
Agreement by the Director and the consummation by the Director of the
transactions contemplated hereby or relating hereto do not and shall not
conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, any agreement, indenture or
instrument to which the Director is a party, or result in a violation of any
law, rule, regulation, order, judgment or decree of any court or any
governmental agency applicable to the Director or the Director's properties
(except for such conflicts, defaults and violations as would not, individually
or in the aggregate, have a material adverse effect on the Director). The
Director is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency in order
for the Director to execute, deliver or perform any of its obligations under
this Agreement or purchase the Shares in accordance with the terms hereof.
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(C) EVALUATION OF RISKS. The Director have such knowledge and
experience in financial and business matters so as to be capable of evaluating
the merits and risks of, and bearing the economic risks entailed by, an
investment in the Company and of protecting the Director's interests in
connection with this transaction. The Director recognizes that his or her
investment in the Company involves a high degree of risk. The Director
acknowledges that, as a result of his or her status as a director of the
Company, the Director has full access to all corporate, financial and other
records of the Company, the Director has made such investigation thereof as the
Director desired and all information concerning the Company which the Director
has requested, to the extent that it is available, has been supplied to the
Director.
(D) NO REGISTRATION, REVIEW OR APPROVAL. The Director understand that
the sale of the Shares pursuant to this Agreement has not been, and will not be,
reviewed or approved by the SEC or by any state securities commission, authority
or agency, and is not registered under the Securities Act of 1933 (the "1933
Act") or under the securities or "blue sky" laws, rules or regulations of any
state. The Director understand that the Shares are being offered and sold to the
Director pursuant to a private placement exemption to the registration
provisions of the 1933 Act.
(E) INVESTMENT INTENT. The Director represents to the Company that the
Shares are being purchased for investment, and not with a view toward
distribution.
(F) RESTRICTIONS ON RESALE. The Director understands that he or she may
not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose
of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge
of) any of the Shares except in compliance with applicable laws, including the
1933 Act and any applicable state securities laws, and the rules and regulations
promulgated thereunder.
(G) DUE DILIGENCE. The Director understands that he or she is solely
responsible for the Director's own (i) "due diligence" investigation of the
Company and its management and business, (ii) analysis of the merits and risks
of an investment in the Shares, and (iii) analysis of the fairness and
desirability of the terms of such investment.
ARTICLE 3
MISCELLANEOUS
3.1 FEES AND EXPENSES: NO BROKERS. Each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and
all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement and the
transactions contemplated hereby.
3.2 ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire
understanding of the parties with respect to the matters covered hereby and,
except as specifically set forth herein, neither the Company nor any Purchaser
makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by a
written instrument signed by the party against whom enforcement of any such
amendment or waiver is sought.
3.3 WAIVERS. No waiver by any party of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any other provision, condition or
requirement hereof; nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right accruing to
it thereafter. Any waiver must be in writing.
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3.4 HEADINGS. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
3.5 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns.
Neither the Company nor the Director may assign this Agreement or any rights or
obligations hereunder without the prior consent of the other, and any such
purported assignment shall be void. The assignment by a party of this Agreement
or any rights hereunder shall not affect the obligations of such party under
this Agreement.
3.6 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the parties and their respective successors and permitted assigns and
is not for the benefit of, nor may any provision hereof be enforced by, any
other person.
3.7 GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Delaware without
regard to the principles of conflicts of law.
3.8 EXECUTION. This Agreement may be executed in counterparts, each of
which shall be deemed an original for all purposes and any one of which may be
introduced into evidence or used for any other purpose without the production of
its counterparts, and all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the others, it being understood that all parties need not
sign the same counterpart. In the event that any signature is delivered by
facsimile transmission, the party using such means of delivery shall cause an
executed signature pages to be physically delivered to the other parties
promptly thereafter.
3.9 SEVERABILITY. In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affecting or impaired thereby and the parties will attempt to
agree upon a valid and enforceable provision which shall be a reasonable
substitute therefor, in light of the tenor of this Agreement, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.
3.10 FURTHER ASSURANCES. Each Party shall do and perform, or cause to be
done and performed, all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments and documents as
any other Party reasonably may request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date hereof.
BIOFIELD CORP. The Director
By /s/ XXXXX X. XXXX, XX.
-------------------------------- --------------------------------
Xxxxx X. Xxxx, Xx., Chairman
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