Exhibit
4.2
THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED
EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR
THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION.
INTERNATIONAL MEDICAL STAFFING,
INC..
WARRANT TO PURCHASE COMMON
STOCK
This certifies that, for value
received, _______________, a ________________ (the
“Holder”), is entitled to subscribe for and purchase at
the Exercise Price (defined below) from International Medical
Staffing, Inc., a Delaware corporation (the
“Company”),__________________ (__________) shares of
the Company’s Common Stock as set forth below and subject to
adjustment provided therein.
1.
HISTORY OF THE WARRANT. This Warrant is
being issued to the
Holder ____________________________________________________________________________________________.
2.
DEFINITIONS . As used herein, the
following terms shall have the following respective
meanings:
(a) “Exercise
Period” shall mean the period commencing with the date hereof
and ending on _____________ ____, 20___.
(b) “Exercise
Price” shall mean $______ per share.
(c) “Exercise
Shares” shall mean the shares of the Company’s Common
Stock issuable upon exercise of this Warrant.
3.
EXERCISE OF WARRANT . The rights
represented by this Warrant may be exercised in whole or in part at
any time during the Exercise Period, by delivery of the following
to the Company as set forth in Section 14, below:
(a) An
executed Notice of Exercise in the form attached hereto;
(b) Payment
of the Exercise Price either (i) in cash or by check, or
(ii) by cancellation of indebtedness; and
Upon the exercise of the rights represented by
this Warrant, a certificate or certificates for the Exercise Shares
so purchased, registered in the name of the Holder or persons
affiliated with the Holder, if the Holder so designates, shall be
issued and delivered to the Holder within three (3) business days
after the rights represented by this Warrant shall have been so
exercised.
The person in whose name any certificate or
certificates for Exercise Shares are to be issued upon exercise of
this Warrant shall be deemed to have become the holder of record of
such shares on the date on which this Warrant was surrendered and
payment of the Exercise Price was made, irrespective of the date of
delivery of such certificate or certificates, except that, if the
date of such surrender and payment is a date when the stock
transfer books of the Company are closed, such person shall be
deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer
books are open.
4.
EXERCISE LIMITATION. Notwithstanding the
above, the Holder may not exercise this Warrant if at the time of
such exercise the amount of common stock issued for the exercise,
when added to other shares of Company common stock owned by the
Holder or which can be acquired by Holder upon exercise or
conversion of any other instrument, would cause the Holder to own
more than nine and nine-tenths percent (9.9%) of the
Company’s outstanding common stock. The
restriction described in this paragraph may be revoked upon
sixty-one (61) days prior notice from Holder to the
Company.
5.
ADJUSTMENT IN NUMBER OF SHARES .
(a)
Adjustment for Reclassifications . In case at any
time or from time to time after the issue date the holders of the
common stock of the Company (or any shares of stock or other
securities at the time receivable upon the exercise of this
Warrant) shall have received, or, on or after the record date fixed
for the determination of eligible stockholders, shall have become
entitled to receive, without payment therefore, other or additional
stock or other securities or property (including cash) by way of
stock split, stock dividend, spin-off, reclassification,
combination of shares or similar corporate rearrangement, then and
in each such case the Holder of this Warrant, upon the exercise
hereof as provided in Section 3, shall be entitled to receive the
amount of stock and other securities and property which such Holder
would hold on the date of such exercise if on the issue date he had
been the holder of record of the number of shares of common stock
of the Company called for on the face of this Warrant and had
thereafter, during the period from the issue date, to and including
the date of such exercise, retained such shares and/or all other or
additional stock and other securities and property receivable by
him as aforesaid during such period, giving effect to all
adjustments called for during such period. In the event
of any such adjustment, the Exercise Price shall be adjusted to
equal (A) the Exercise Price in effect multiplied by the number of
shares of common stock into which this Warrant is exercisable
immediately prior to the adjustment, divided by (B) the number of
shares of common stock into which this Warrant is exercisable
immediately after such adjustment.
6.
COVENANTS OF THE COMPANY .
(a)
Covenants as to Exercise Shares . The Company
covenants and agrees that all Exercise Shares that may be issued
upon the exercise of the rights represented by this Warrant will,
upon issuance, be validly issued and outstanding, fully paid and
nonassessable, and free from all taxes, liens and charges with
respect to the issuance thereof. The Company further
covenants and agrees that the Company will at all times during the
Exercise Period have authorized and reserved, free
