3
Exhibit B
Neither this Warrant nor the shares of Common Stock issuable on
exercise of this Warrant have been registered under the
Securities Act of 1933. None of such securities may be
transferred in the absence of registration under such Act and
registration or qualification under applicable state securities
laws or an opinion of counsel to the effect that such
registrations or qualifications are not required.
INTERNATIONAL NURSING SERVICES, INC.
WARRANT
DATED:
Number of Shares:
Holder:
Address:
_______________________________
THIS CERTIFIES THAT the holder of this Warrant ("Holder") is
entitled to purchase from INTERNATIONAL NURSING SERVICES, INC., a
Colorado corporation (hereinafter called the "Company"), at $1.00
per share the number of shares of the Company's common stock set
forth above ("Common Stock"). This Warrant shall expire on the
third anniversary of the date of the date of issuance of this
Warrant, but such expiration shall be extended by one day for
each day after April 1, 1997 on which the registration statement
referred to in an agreement of even date herewith is not in
effect with respect to the shares purchasable under the Warrant.
1. This Warrant and the Common Stock issuable on exercise
of this Warrant (the "Underlying Shares") may be transferred,
sold, assigned or hypothecated, only if registered by the Company
under the Securities Act of 1933 (the "Act") and registered or
qualified under any applicable state securities laws, or if the
Company has received from counsel to the Holder who is reasonably
satisfactory to the Company a written opinion which is reasonably
satisfactory to the Company to the effect that registration of
the Warrant or the Underlying Shares is not necessary in
connection with such transfer, sale, assignment or hypothecation.
The Warrant and the Underlying Shares shall be appropriately
legended to reflect this restriction and stop transfer
instructions shall apply.
2. The Holder is entitled to certain registration rights
under an agreement of even date herewith.
3. (A) Any permitted assignment of this Warrant shall be
effected by the Holder by (i) executing the form of assignment at
the end hereof, (ii) surrendering the Warrant for cancellation at
the office of the Company, accompanied by the opinion of counsel
to the Holder referred to above; and (iii) unless in connection
with an effective registration statement which covers the sale of
this Warrant and or the shares underlying the Warrant, delivery
to the Company of a statement by the transferee (in a form
acceptable to the Company and its counsel) that such Warrant is
being acquired by the transferee for investment and not with a
view to its distribution or resale; whereupon the Company shall
issue, in the name or names specified by the Holder (including
the Holder) new Warrants representing in the aggregate rights to
purchase the same number of Shares as are purchasable under the
Warrant surrendered. Such Warrants shall be exercisable
immediately upon any such assignment of the number of Warrants
assigned. The transferor will pay all relevant transfer taxes.
Replacement warrants shall bear the same legend as is borne by
this Warrant.
4. The term "Holder" should be deemed to include any
permitted record transferee of this Warrant.
5. The Company covenants and agrees that all shares of
Common Stock which may be issued upon exercise hereof will, upon
issuance, be duly and validly issued, fully paid and
non-assessable and no personal liability will attach to the
holder thereof. The Company further covenants and agrees that,
during the periods within which this Warrant may be exercised,
the Company will at all times have authorized and reserved a
sufficient number of shares of Common Stock for issuance upon
exercise of this Warrant and all other Warrants.
6. This Warrant shall not entitle the Holder to any voting
rights or other rights as a stockholder of the Company.
7. In the event that as a result of reorganization,
merger, consolidation, liquidation, recapitalization, stock
split, combination of shares or stock dividends payable with
respect to such Common Stock, the outstanding shares of Common
Stock of the Company are at any time increased or decreased or
changed into or exchanged for a different number or kind of share
or other security of the Company or of another corporation, then
appropriate adjustments in the number and kind of such securities
then subject to this Warrant and/or the exercise price of this
Warrant shall be made effective as of the date of such occurrence
so that both the position of the Holder upon exercise and the
total exercise price payable on such exercise will be the same as
they would have been had Holder owned immediately prior to the
occurrence of such events the Common Stock subject to this
Warrant. Such adjustment shall be made successively whenever any
event listed above shall occur and the Company will notify the
Holder of the Warrant of each such adjustment. Any fraction of a
share resulting from any adjustment shall be eliminated and the
price per share of the remaining shares subject to this Warrant
adjusted accordingly.
8. The rights represented by this Warrant may be exercised
at any time within the period above specified by (i) surrender of
this Warrant at the principal executive office of the Company (or
such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder
appearing on the books of the Company); (ii) payment to the
Company of the exercise price for the number of Shares specified
in the above-mentioned purchase form together with applicable
stock transfer taxes, if any; and (iii) unless in connection with
an effective registration statement which covers the sale of the
shares underlying the Warrant, the delivery to the Company of a
statement by the Holder (in a form acceptable to the Company and
its counsel) that such Shares are being acquired by the Holder
for investment and not with a view to their distribution or
resale.
The certificates for the Common Stock so purchased shall be
delivered to the Holder within a reasonable time, not exceeding
three business days after all requisite documentation has been
provided, after the rights represented by this Warrant shall have
been so exercised, and shall bear a restrictive legend with
respect to any applicable securities laws.
9. This Warrant shall be governed by and construed in
accordance with the laws of the State of Colorado. The Colorado
courts shall have exclusive jurisdiction over this instrument and
the enforcement thereof. Service of process shall be effective
if by certified mail, return receipt requested. All notices
shall be in writing and shall be deemed given upon receipt by the
party to whom addressed. This instrument shall be enforceable by
decrees of specific performances well as other remedies.
IN WITNESS WHEREOF, INTERNATIONAL NURSING SERVICES, INC. has
caused this Warrant to be signed by its duly authorized officers
under Its corporate seal, and to be dated as of the date set
forth above.
INTERNATIONAL NURSING SERVICES, INC.
By________________________________
Title: ____________________________
In the presence of: