Exhibit 6.24
BIOFIELD CORP.
SHARE OPTION AGREEMENT
Date of Grant: As of March 16, 1995
No. of Shares: 50,000
15. GRANT OF OPTION. FOR VALUE RECEIVED, Biofield Corp., a Delaware
corporation (the "Company"), hereby grants to David M. Long, Jr., M.D.
("Optionee"), the following option ("Option") to subscribe for and purchase,
upon the terms and conditions hereinafter set forth, an aggregate of 50,000
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 $5.00
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.
16. EXERCISE PERIOD. The Optionee may exercise the Option as of
March 16, 1995:
Once exercisable, the Option may be exercised by the Optionee in any
order, and for any number of shares up to the total number os 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 March 16, 2000, and shall thereafter
expire. Notwithstanding the foregoing, so long as Optionee is an employee or
consultant 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.
17. 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
of the number of shares to be purchased pursuant to such exercise. The Optionee
shall deliver a letter to the Company agreeing that the Executive is purchasing
the shares of Common Stock for investment purposes and not with a view to
distribution otherwise then 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 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 Option 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 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.
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18. SHARES TO BE FULLY PAID; RESERVATION. The Company covenants and
agrees that when issued and paid for in accordance with the teams 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.
19. 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 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.
20. 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.
"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."
21. 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.
22. 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.
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23. 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.
24. 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 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 and original.
IN WITNESS WHEREOF, the Company has caused this option to be
executed by its duly authorized officer as of this 16th day of March, 1995.
BIOFIELD CORP.
By: /s/ MICHAEL R. GAVENCHAK
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MICHAEL R. GAVENCHAK
Executive Vice President
General Counsel
/s/ DAVID M. LONG, JR., M.D.
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David M. Long, Jr., M.D.
Address:
101 E. OCEAN DR.
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P.O. BOX 510029
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KEY COLONY BEACH, FL 33051
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Social Security Number
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