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EXHIBIT 10.1
STOCK REPURCHASE AGREEMENT
STOCK REPURCHASE AGREEMENT, dated as of December 28, 1998, between, on the
one hand, GS Capital Partners, L.P. ("GS Capital") and its affiliates Xxxxx
Xxxxxx Xxxx 0000, X.X., Xxxxx Xxxxxx Fund 1994, L.P., Bridge Street Fund 1995,
L.P. and Bridge Street Fund 1994, L.P. (collectively with GS Capital, the "GS
Funds"), and, on the other hand, Biofield Corp. ("Biofield").
The GS Funds collectively own 2,246,131 shares (the "Shares") of the
common stock, par value $.001 per share ("Common Stock") of Biofield. The number
of shares owned by each of the GS Funds are set forth on Schedule A attached
hereto.
The GS Funds wish to sell to Biofield, and Biofield wishes to purchase
from the GS Funds, all of the Shares for an aggregate consideration of $100.00,
upon the terms set forth herein.
Accordingly, the parties agree as follows:
1. Sale and Purchase of the Shares. Simultaneously with the execution of
this Agreement, each of the GS Funds hereby sells to Biofield, and Biofield
hereby purchases from the GS Funds, the number of Shares set forth beside each
of the GS Funds' names on Schedule A attached hereto, for an aggregate purchase
price of $100.00 payable in cash or by check (the "Purchase Price").
Simultaneously with the execution of this Agreement, the GS Funds are delivering
to Biofield stock certificates representing the Shares (or arranging for a DTC
stock transfer with respect thereto), duly endorsed in blank or accompanied by
stock powers duly executed in blank, in proper form for transfer, and with all
appropriate stock transfer stamps affixed, and Biofield is paying the Purchase
Price to GS Capital (as agent for all of the GS Funds).
2. Representations and Warranties of the GS Funds. Each of the GS Funds
hereby represents and warrants to Biofield as follows:
(a) This Agreement has been duly authorized, executed and delivered
by it, and is a valid and binding obligation of it, enforceable against it in
accordance with its terms.
(b) It owns all of the Shares set forth beside its name on Schedule A
free and clear of any lien, pledge, security interest or other encumbrance, and
it is conveying to Biofield good and valid title to such Shares, free and clear
of any lien, pledge, security or other encumbrance.
(c) The execution and delivery of this Agreement by it will not
violate the terms of any agreement, instrument, judgment, decree or statute to
which it is subject. No consent, approval, permission or other authorization of
or by, or designation, declaration, filing, registration or qualification with,
any Federal or state court, administrative agency or other governmental
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authority is required by it in connection with the execution, delivery or
performance of this Agreement.
3. Representations and Warranties of Biofield.
(a) Biofield hereby represents and warrants to the GS Funds that this
Agreement has been duly authorized, executed and delivered by Biofield, and is a
valid and binding obligation of Biofield, enforceable against Biofield in
accordance with its terms.
(b) The execution and delivery of this Agreement will not violate the
terms of any agreement, instrument, judgment, decree or statute to which
Biofield is subject. No consent, approval, permission or other authorization of
or by, or designation, declaration, filing, registration or qualification with,
any Federal or state court, administrative agency or other governmental
authority is required by Biofield in connection with the execution, delivery or
performance of this Agreement.
4. No Implied Representations. Except as specifically set forth in
paragraph 2 and paragraph 3 above, no party hereto is making any express or
implied representation or warranty to any other party in connection with this
Agreement.
5. Resignation of Xxxxxx X. Xxxxxxxxx; Surrender of Stock Options.
Concurrent with the execution of this Agreement, Xxxxxx X. Xxxxxxxxx is
submitting his resignation, and the Company is accepting the resignation of Xx.
Xxxxxxxxx, from the Board of Directors of the Company and all committees
thereof. In connection with such resignation and this Agreement, Xx. Xxxxxxxxx
is tendering to the Company for cancellation all of his options to acquire
shares of Common Stock granted to him pursuant to the Biofield Corp. 1996 Stock
Option Plan for Non-Employee Directors, and Xx. Xxxxxxxxx is forfeiting all of
his rights in and to such options.
6. Surrender of Rights as Stockholders upon Closing. Each of the GS Funds
acknowledges and agrees that upon the delivery of and payment for the Shares in
accordance with paragraph 1 above, the GS Funds thereby surrender all rights
they have had as stockholders of Biofield (including, without limitation, voting
rights and rights to receive distributions from Biofield).
7. Entire Agreement. This Agreement (i) contains the entire agreement
among the parties with respect to the transaction contemplated hereby, (ii)
supersedes all prior agreements, written or oral, with respect thereto, and
(iii) may be amended only by a writing executed by all of the parties.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the State of Delaware without giving effect to the principles of
conflicts of law thereof.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but all of which taken
together shall constitute one agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
GS CAPITAL PARTNERS, L.P.
By: GS Advisors, L.P., its general partner
GS Advisors, Inc., its general partner
By: /s/ Xxxxxxxxx X. Xxxxxxx
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STONE STREET FUND 1995, L.P.
By: Stone Street Value Corp.,
General Partner
By: /s/ Xxxxxxxxx X. Xxxxxxx
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STONE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
General Partner
By: /s/ Xxxxxxxxx X. Xxxxxxx
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BRIDGE STREET FUND 1995, L.P.
By: Stone Street Value Corp.,
Managing General Partner
By: /s/ Xxxxxxxxx X. Xxxxxxx
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BRIDGE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
Managing General Partner
By: /s/ Xxxxxxxxx X. Xxxxxxx
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BIOFIELD CORP.
By: /s/ D. Xxxx Xxxx
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Name: D. Xxxx Xxxx
Title President and Chief Executive Officer
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SCHEDULE A
HOLDER NUMBER OF SHARES
GS Capital Partners, L.P. 2,021,523
Stone Street Fund 1995, L.P. 52,841
Stone Street Fund 1994, L.P. 54,860
Xxxxxx Xxxxxx Xxxx 0000, X.X. 59,463
Xxxxxx Xxxxxx Xxxx 0000, X.X. 57,444
