Contract
THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND
THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO COMPREHENSIVE HEALTHCARE SOLUTIONS, INC. THAT SUCH REGISTRATION
IS NOT REQUIRED.
Right
to
Purchase 133,333 shares of Common
Stock
of
Comprehensive Healthcare Solutions, Inc.
(subject
to adjustment as provided herein)
COMMON
STOCK PURCHASE WARRANT C
No.
C-02
|
Issue
Date: November
28, 2005
|
COMPREHENSIVE
HEALTHCARE SOLUTIONS, INC., a corporation organized under the laws of the State
of Delaware (the "Company"), hereby certifies that, for value received Nite
Capital, LP, Fax: (000) 000-0000 or its assigns (the "Holder"), is entitled,
subject to the terms set forth below, to purchase from the Company at any time
after the Issue Date until 5:00 p.m., E.S.T on the date three (3) years from
the
date hereof (the "Expiration Date"), up to 133,333 fully paid and nonassessable
shares of the common stock of the Company (the "Common Stock"), $.10 par value
per share at a per share purchase price of $1.20. The aforedescribed purchase
price per share, as adjusted from time to time as herein provided, is referred
to herein as the "Purchase Price." The number and character of such shares
of
Common Stock and the Purchase Price are subject to adjustment as provided
herein. The Company may reduce the Purchase Price without the consent of the
Holder. Capitalized terms used and not otherwise defined herein shall have
the
meanings set forth in that certain Subscription Agreement (the "Subscription
Agreement"), dated November 28, 2005, entered into by the Company and Holders
of
the Warrants.
As
used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:
(a)
The
term "Company" shall include Comprehensive Healthcare Solutions, Inc. and any
corporation which shall succeed or assume the obligations of Comprehensive
Healthcare Solutions, Inc. hereunder.
(b)
The
term "Common Stock" includes (a) the Company's Common Stock, $.10 par value
per
share, as authorized on the date of the Subscription Agreement, and (b) any
other securities into which or for which any of the securities described in
(a)
may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.
(c)
The
term "Other Securities" refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which
the
holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant
to
Section 4 or otherwise.
1.
Exercise of Warrant.
1.1.
Number of Shares Issuable upon Exercise. From and after the Issue Date through
and including the Expiration Date, the Holder hereof shall be entitled to
receive, upon exercise of this Warrant in whole in accordance with the terms
of
subsection 1.2 or upon exercise of this Warrant in part in accordance with
subsection 1.3, shares of Common Stock of the Company, subject to adjustment
pursuant to Section 4.
1.2.
Full
Exercise. This Warrant may be exercised in full by the Holder hereof by delivery
of an original or facsimile copy of the form of subscription attached as Exhibit
A hereto (the "Subscription Form") duly executed by such Holder and surrender
of
the original Warrant within five (5) days of exercise, to the Company at its
principal office or at the office of its Warrant Agent (as provided
hereinafter), accompanied by payment, in cash, wire transfer or by certified
or
official bank check payable to the order of the Company, in the amount obtained
by multiplying the number of shares of Common Stock for which this Warrant
is
then exercisable by the Purchase Price then in effect.
1.3.
Partial Exercise. This Warrant may be exercised in part (but not for a
fractional share) by surrender of this Warrant in the manner and at the place
provided in subsection 1.2 except that the amount payable by the Holder on
such
partial exercise shall be the amount obtained by multiplying (a) the number
of
whole shares of Common Stock designated by the Holder in the Subscription Form
by (b) the Purchase Price then in effect. On any such partial exercise, the
Company, at its expense, will forthwith issue and deliver to or upon the order
of the Holder hereof a new Warrant of like tenor, in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may request, the whole number of shares of Common Stock for which such
Warrant may still be exercised.
1.4.
Fair
Market Value. Fair Market Value of a share of Common Stock as of a particular
date (the "Determination Date") shall mean:
(a)
If
the Company's Common Stock is traded on an exchange or is quoted on the National
Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National
Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC,
then the closing or last sale price, respectively, reported for the last
business day immediately preceding the Determination Date;
(b)
If
the Company's Common Stock is not traded on an exchange or on the NASDAQ
National Market System, the NASDAQ SmallCap Market or the American Stock
Exchange, Inc., but is traded in the over-the-counter market, then the average
of the closing bid and ask prices reported for the last business day immediately
preceding the Determination Date;
(c)
Except as provided in clause (d) below, if the Company's Common Stock is not
publicly traded, then as the Holder and the Company agree, or in the absence
of
such an agreement, by arbitration in accordance with the rules then standing
of
the American Arbitration Association, before a single arbitrator to be chosen
from a panel of persons qualified by education and training to pass on the
matter to be decided; or
(d)
If
the Determination Date is the date of a liquidation, dissolution or winding
up,
or any event deemed to be a liquidation, dissolution or winding up pursuant
to
the Company's charter, then all amounts to be payable per share to holders
of
the Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for
the
purposes of this clause (d) that all of the shares of Common Stock then issuable
upon exercise of all of the Warrants are outstanding at the Determination
Date.
1.5.
Company Acknowledgment. The Company will, at the time of the exercise of the
Warrant, upon the request of the Holder hereof acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such Holder any such rights.
1.6.
Trustee for Warrant Holders. In the event that a bank or trust company shall
have been appointed as trustee for the Holder of the Warrants pursuant to
Subsection 3.2, such bank or trust company shall have all the powers and duties
of a warrant agent (as hereinafter described) and shall accept, in its own
name
for the account of the Company or such successor person as may be entitled
thereto, all amounts otherwise payable to the Company or such successor, as
the
case may be, on exercise of this Warrant pursuant to this Section
1.
1.7
Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the
shares of Common Stock purchased upon exercise of this Warrant shall be deemed
to be issued to the Holder hereof as the record owner of such shares as of
the
close of business on the date on which this Warrant shall have been surrendered
and payment made for such shares as aforesaid. As soon as practicable after
the
exercise of this Warrant in full or in part, and in any event within five (5)
business days thereafter, the Company at its expense (including the payment
by
it of any applicable issue taxes) will cause to be issued in the name of and
delivered to the Holder hereof, or as such Holder
(upon
payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates
for
the number of duly and validly issued, fully paid and nonassessable shares
of
Common Stock (or Other Securities) to which such Holder shall be entitled
on
such exercise, plus, in lieu of any fractional share to which such Holder
would
otherwise be entitled, cash equal to such fraction multiplied by the then
Fair
Market Value of one full share of Common Stock, together with any other stock
or
other securities and property (including cash, where applicable) to which
such
Holder is entitled upon such exercise pursuant to Section 1 or
otherwise.
2.
Cashless Exercise.
(a)
If a
Registration Statement (as defined in the Subscription Agreement) ("Registration
Statement") is effective and the Holder may sell its shares of Common Stock
upon
exercise hereof pursuant to the Registration Statement, this Warrant may be
exercisable in whole or in part for cash only as set forth in Section 1 above.
If no such Registration Statement is available during the time that such
Registration Statement is required to be effective pursuant to the terms of
the
Subscription Agreement, then payment upon exercise may be made at the option
of
the Holder either in (i) cash, wire transfer or by certified or official bank
check payable to the order of the Company equal to the applicable aggregate
Purchase Price, (ii) by delivery of Common Stock issuable upon exercise of
the
Warrants in accordance with Section (b) below or (iii) by a combination of
any
of the foregoing methods, for the number of Common Stock specified in such
form
(as such exercise number shall be adjusted to reflect any adjustment in the
total number of shares of Common Stock issuable to the holder per the terms
of
this Warrant) and the holder shall thereupon be entitled to receive the number
of duly authorized, validly issued, fully-paid and non-assessable shares of
Common Stock (or Other Securities) determined as provided herein.
(b)
If
the Fair Market Value of one share of Common Stock is greater than the Purchase
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, the holder may elect to receive shares equal to the
value
(as determined below) of this Warrant (or the portion thereof being cancelled)
by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Subscription Form in which event the Company shall
issue to the holder a number of shares of Common Stock computed using the
following formula:
X
=
|
Y
(A-B)
A
|
|
Where
|
X
=
|
the
number of shares of Common Stock to be issued to the
holder
|
Y
=
|
the
number of shares of Common Stock purchasable under the Warrant or,
if only
a portion of the Warrant is being exercised, the portion of the Warrant
being exercised (at the date of such calculation)
|
|
A
=
|
the
Fair Market Value of one share of the Company's Common Stock (at
the date
of such calculation)
|
|
B
=
|
Purchase
Price (as adjusted to the date of such
calculation)
|
(c)
The
Holder may employ the cashless exercise feature described in Section (b) above
only during the pendency of a Non-Registration Event as described in Section
11
of the Subscription Agreement.
For
purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood
and acknowledged that the Warrant Shares issued in a cashless exercise
transaction shall be deemed to have been acquired by the Holder, and the holding
period for the Warrant Shares shall be deemed to have commenced, on the date
this Warrant was originally issued pursuant to the Subscription
Agreement.
3.
Adjustment for Reorganization, Consolidation, Merger, etc.
3.1.
Reorganization, Consolidation, Merger, etc. In case at any time or from time
to
time, the Company shall (a) effect a reorganization, (b) consolidate with or
merge into any other person or (c) transfer all or substantially all of its
properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, as a
condition to the consummation of such a transaction, proper and adequate
provision shall be made by the Company whereby the Holder of this Warrant,
on
the exercise hereof as provided in Section 1, at any time after the consummation
of such reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall receive, in lieu of the Common Stock
(or
Other Securities) issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property (including cash)
to
which such Holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such Holder had so
exercised this Warrant, immediately prior thereto, all subject to further
adjustment thereafter as provided in Section 4.
3.2.
Dissolution. In the event of any dissolution of the Company following the
transfer of all or substantially all of its properties or assets, the Company,
prior to such dissolution, shall at its expense deliver or cause to be delivered
the stock and other securities and property (including cash, where applicable)
receivable by the Holder of the Warrants after the effective date of such
dissolution pursuant to this Section 3 to a bank or trust company (a "Trustee")
having its principal office in New York, NY, as trustee for the Holder of the
Warrants.
3.3.
Continuation of Terms. Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 3, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the Other Securities and property receivable
on
the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any
such
transfer, as the case may be, and shall be binding upon the issuer of any Other
Securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether
or
not such person shall have expressly assumed the terms of this Warrant as
provided in Section 4. In the event this Warrant does not continue in full
force
and effect after the consummation of the transaction described in this Section
3, then only in such event will the Company's securities and property (including
cash, where applicable) receivable by the Holder of the Warrants be delivered
to
the Trustee as contemplated by Section 3.2.
3.4
Share
Issuance. Until the Expiration Date, if the Company shall issue any Common
Stock
except for the Excepted Issuances (as defined in the Subscription Agreement),
prior to the complete exercise of this Warrant for a consideration less than
the
Purchase Price that would be in effect at the time of such issue, then, and
thereafter successively upon each such issue, the Purchase Price shall
automatically and with no action required by the Company or Holder, be reduced
to such other lower issue price. For purposes of this adjustment, the issuance
of any security or debt instrument of the Company carrying the right to convert
such security or debt instrument into Common Stock or of any warrant, right
or
option to purchase Common Stock shall result in an adjustment to the Purchase
Price upon the issuance of the above-described security, debt instrument,
warrant, right, or option and again at any time upon any subsequent issuances
of
shares of Common Stock upon exercise of such conversion or purchase rights
if
such issuance is at a price lower than the Purchase Price in effect upon such
issuance. The reduction of the Purchase Price described in this Section 3.4
is
in addition to the other rights of the Holder described in the Subscription
Agreement.
4.
Extraordinary Events Regarding Common Stock. In the event that the Company
shall
(a) issue additional shares of the Common Stock as a dividend or other
distribution on outstanding Common Stock, (b) subdivide its outstanding shares
of Common Stock, or (c) combine its outstanding shares of the Common Stock
into
a smaller number of shares of the Common Stock, then, in each such event, the
Purchase Price shall, simultaneously with the happening of such event, be
adjusted by multiplying the then Purchase Price by a fraction, the numerator
of
which shall be the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after such event, and the product so
obtained shall thereafter be the Purchase Price then in effect. The Purchase
Price, as so adjusted, shall be readjusted in the same manner upon the happening
of any successive event or events described herein in this Section 4. The number
of shares of Common Stock that the Holder of this Warrant shall thereafter,
on
the exercise hereof as provided in Section 1, be entitled to receive shall
be
adjusted to a number determined by multiplying the number of shares of Common
Stock that would otherwise (but for the provisions of this Section 4) be
issuable on such exercise by a fraction of which (a) the numerator is the
Purchase Price that would otherwise (but for the provisions of this Section
4)
be in effect, and (b) the denominator is the Purchase Price in effect on the
date of such exercise.
5.
Certificate as to Adjustments. In each case of any adjustment or readjustment
in
the shares of Common Stock (or Other Securities) issuable on the exercise of
the
Warrants, the Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment
in accordance with the terms of the Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon
which
such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares
of
Common Stock (or Other Securities) issued or
sold
or
deemed to have been issued or sold, (b) the number of shares of Common Stock
(or
Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase
Price and the number of shares of Common Stock to be received upon exercise
of
this Warrant, in effect immediately prior to such adjustment or readjustment
and
as adjusted or readjusted as provided in this Warrant. The Company will
forthwith mail a copy of each such certificate to the Holder of the Warrant
and
any Warrant Agent of the Company (appointed pursuant to Section 11
hereof).
6.
Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial
Statements. The Company will at all times reserve and keep available, solely
for
issuance and delivery on the exercise of the Warrants, all shares of Common
Stock (or Other Securities) from time to time issuable on the exercise of the
Warrant. This Warrant entitles the Holder hereof to receive copies of all
financial and other information distributed or required to be distributed to
the
holders of the Company's Common Stock.
7.
Assignment; Exchange of Warrant. Subject to compliance with applicable
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered holder hereof (a "Transferor"). On the surrender
for exchange of this Warrant, with the Transferor's endorsement in the form
of
Exhibit B attached hereto (the "Transferor Endorsement Form") and together
with
an opinion of counsel reasonably satisfactory to the Company that the transfer
of this Warrant will be in compliance with applicable securities laws, the
Company at its expense, but with payment by the Transferor of any applicable
transfer taxes, will issue and deliver to or on the order of the Transferor
thereof a new Warrant or Warrants of like tenor, in the name of the Transferor
and/or the transferee(s) specified in such Transferor Endorsement Form (each
a
"Transferee"), calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
so surrendered by the Transferor. No such transfers shall result in a public
distribution of the Warrant.
8.
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and,
in
the case of any such loss, theft or destruction of this Warrant, on delivery
of
an indemnity agreement or security reasonably satisfactory in form and amount
to
the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
9.
Registration Rights. The Holder of this Warrant has been granted certain
registration rights by the Company. These registration rights are set forth
in
the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference. Upon the occurrence of a Non-Registration
Event, or in the event the Company is unable to issue Common Stock upon exercise
of this Warrant that has been registered in a Registration Statement described
in Section 11 of the Subscription Agreement, within the time periods described
in the Subscription Agreement, which Registration Statement must be effective
for the periods set forth in the Subscription Agreement, then upon written
demand made by the Holder, the Company will pay to the Holder of this Warrant,
in lieu of delivering Common Stock, a sum equal to the closing price of the
Company's Common Stock on the principal market or exchange upon which the Common
Stock is listed for trading on the trading date immediately preceding the date
notice is given by the Holder, less the Purchase Price, for each share of Common
Stock designated in such notice from the Holder.
10.
Maximum Exercise.
(a)
Notwithstanding anything to the contrary contained herein, the number of shares
of Common Stock that may be acquired by the Subscriber upon exercise of this
Warrant (or otherwise in respect hereof) shall be limited to the extent
necessary to insure that, following such exercise (or other issuance), the
total
number of shares of Common Stock then beneficially owned by such Subscriber
and
its affiliates and any other persons whose beneficial ownership of Common Stock
would be aggregated with the Subscriber's for purposes of Section 13(d) of
the
1934 Act, does not exceed 4.999% of the total number of issued and outstanding
shares of Common Stock (including for such purpose the shares of Common Stock
issuable upon such exercise). For such purposes, beneficial ownership shall
be
determined in accordance with Section 13(d) of the 1934 Act and the rules and
regulations promulgated thereunder. By written notice to the Company, a
Subscriber may waive the provisions of this Section 10(a) as to itself but
any
such waiver will not be effective until the 61st day after delivery thereof
and
such waiver shall have no effect on any other Subscriber.
(b)
Notwithstanding anything to the contrary contained herein, the number of shares
of Common Stock that may be acquired by the Subscriber upon exercise of this
Warrant (or otherwise in respect hereof) shall be limited to the extent
necessary to insure that, following such exercise (or other issuance), the
total
number of shares of Common Stock then beneficially owned by such Subscriber
and
its affiliates and any other persons whose beneficial ownership of Common Stock
would be aggregated with the Subscriber's for purposes of Section 13(d) of
the
1934 Act, does not exceed 9.999% of the total number of issued and outstanding
shares of Common Stock (including for such purpose the shares of Common Stock
issuable upon such exercise). For such purposes, beneficial ownership shall
be
determined in accordance with Section 13(d) of the 1934 Act and the rules and
regulations promulgated thereunder. This provision may not be
waived.
11.
Warrant Agent. The Company may, by written notice to the Holder of the Warrant,
appoint an agent (a "Warrant Agent") for the purpose of issuing Common Stock
(or
Other Securities) on the exercise of this Warrant pursuant to Section 1,
exchanging this Warrant pursuant to Section 7, and replacing this Warrant
pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.
12.
Transfer on the Company's Books. Until this Warrant is transferred on the books
of the Company, the Company may treat the registered holder hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.
13.
Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (i) personally served, (ii) deposited
in
the mail, registered or certified, return receipt requested, postage prepaid,
(iii) delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted
to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery
by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be: (i) if to the Company, to: Comprehensive Healthcare
Solutions, Inc., 00 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, Attn: Xxxx
Xxxxxxx, CEO, telecopier number: (000) 000-0000, with a copy by telecopier
only
to: Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000,
telecopier number: (000) 000-0000, and (ii) if to the Holder, to the address
and
telecopier number listed on the first paragraph of this Warrant, with a copy
by
telecopier only to: Xxxxx & Associates LLC, attn: Xxxxx Xxxxx, 00 Xxxxxxxx,
Xxxxx 0000?Xxx Xxxx, XX 00000 telecopier number: 000-000-0000. The Company
shall
notify the placement agent upon exercise of any warrants.
14.
Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination
is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of New York. Any dispute relating to this Warrant shall
be
adjudicated in New York County in the State of New York. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.
IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.
Witness:
|
COMPREHENSIVE
HEALTHCARE SOLUTIONS, INC.
|
By:
_________________________________
|
|
Name:
_______________________________
|
|
______________________________
|
Title:
________________________________
|
Exhibit
A
FORM
OF
SUBSCRIPTION
(to
be
signed only on exercise of Warrant)
TO:
COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.
The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable
box):
___
________ shares of the Common Stock covered by such Warrant; or
___
the
maximum number of shares of Common Stock covered by such Warrant pursuant to
the
cashless exercise procedure set forth in Section 2.
The
undersigned herewith makes payment of the full purchase price for such shares
at
the price per share provided for in such Warrant, which is $___________________.
Such payment takes the form of (check applicable box or boxes):
___
$__________ in lawful money of the United States; and/or
___
the
cancellation of such portion of the attached Warrant as is exercisable for
a
total of _______ shares of Common Stock (using a Fair Market Value of $_______
per share for purposes of this calculation); and/or
___
the
cancellation of such number of shares of Common Stock as is necessary, in
accordance with the formula set forth in Section 2, to exercise this Warrant
with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 2.
The
undersigned requests that the certificates for such shares be issued in the
name
of, and delivered to _____________________________________________________
whose
address is
____________________________________________________________________________________________________________________________________________________________
Number
of
Shares of Common Stock Beneficially Owned on the date of exercise:
Less
than
five percent (5%) of the outstanding Common Stock of Comprehensive Healthcare
Solutions, Inc.
The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the "Securities Act"), or pursuant to an exemption from registration
under the Securities Act.
Dated:___________________
|
_______________________________________
(Signature
must conform to name of
holder
as specified on the face of the
Warrant)
|
_______________________________________
_______________________________________
_______________________________________
(Address)
|
Exhibit
B
FORM
OF
TRANSFEROR ENDORSEMENT
(To
be
signed only on transfer of Warrant)
For
value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading "Transferees" the right represented
by
the within Warrant to purchase the percentage and number of shares of Common
Stock of COMPREHENSIVE HEALTHCARE SOLUTIONS, INC. to which the within Warrant
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of
COMPREHENSIVE HEALTHCARE SOLUTIONS, INC. with full power of substitution in
the
premises.
Transferees
|
Percentage
Transferred
|
Number
Transferred
|
|
Dated:
_________________________________
|
_____________________________________________
(Signature
must conform to name of holder as specified on the face of the
warrant)
|
||
Signed
in the presence of:
_______________________________________
(Name)
|
_____________________________________________
_____________________________________________
(Address)
|
||
Accepted
and Agreed
_______________________________________
(Transferee)
|
_____________________________________________
_____________________________________________
(Address)
|