5
January 7, 1997
International Nursing Services, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxxxxxx 00000
Gentlemen:
1. At a closing to occur at the offices of your company
(the "Company") simultaneously herewith, the undersigned
("Subscriber") will for $10,000 per Unit (as defined below)
purchase from you, and you will sell, the number of Units set
forth opposite Subscriber's name below. Such purchase by
Subscriber is part of an offering in which an aggregate of 70
Units will be sold simultaneously with such sale to Subscriber.
Each Unit consists of one share of the Company's 1997
Convertible Preferred Stock with a conversion value of $10,000
(the "Preferred") and 10,000 warrants to purchase a share of
common stock of the Company at $1.00 per share (each, a "Warrant"
and, collectively, the "Warrants"). The purchase price for these
Units is being paid to the Company, in cash, concurrently
herewith.
2. (a) The Certificate of Designation for the Preferred shall
be in the form of Exhibit A. The Preferred and any accrued but
unpaid dividends thereon shall, at the option of the holder and
subject to the provisions of Section (b), be convertible at any
time prior to the third anniversary of the date of issue into
common stock of the Company ("Common Stock") at the lesser of
$1.00 per share or 75% of the average closing sales price of the
common stock on NASDAQ (or such other securities exchange where
the common stock may then be listed) during the last five trading
days prior to conversion. Dividends shall accrue on the Preferred
Stock at the rate of 18% per annum during the period (if any)
after the 90th day after the date of this Agreement and prior to
the effectiveness of the Registration Statement (as defined
below). Dividends shall be payable on the last day of each
calendar quarter in cash. At the option of the Subscriber and in
addition to Subscriber's other remedies, the Company shall redeem
the Preferred at conversion value, together with accrued
dividends, on the second anniversary of the date of this
Agreement if the Company's common stock is not then trading on a
national securities exchange (including the NASDAQ National
Market System or the NASDAQ Small Cap Market or the New York
Stock Exchange or the American Stock Exchange, but excluding the
NASDAQ Bulletin Board or other NASDAQ or other listings) or if
the Registration Statement (as defined below) has not theretofore
been declared effective. The Preferred shall also be entitled to
priority over the common stock in liquidation.
(c) The Warrants shall be in the form of Exhibit B.
3a. The Company will on or before the 90th day after the date of
this Agreement file a registration statement on Form S-3 or, if
Form S-3 is not then available, on such other SEC formas the
Company may select (the "Registration Statement") for the public
sale by the holders of the shares of common stock of the Company
which are issuable on conversion of the Preferred or upon
exercise of the Warrants (including any shares which were
theretofore issued or which may thereafter be issued on
conversion of Preferred or exercise of Warrants which were
theretofore issued upon exercise of the Option or which may
thereafter be issued should Subscriber thereafter exercise the
Option). The Company shall use its best efforts to cause the
Registration Statement to become effective not later than 90 days
after the date of this Agreement, and to remain effective for
three years. The registration shall be accompanied by blue sky
clearances in such states as the holders may reasonably request.
The Company shall pay all expenses of the registration hereunder,
other than the holders' underwriting discounts. Registration
rights may be assigned to assignees of the Preferred, the
Warrants or the underlying stock.
4. (A) Subscriber represents and warrants that it is purchasing
the Units, and will purchase any Option Units, solely for
investment solely for its own account and not with a view to or
for the resale or distribution thereof. Subscriber acknowledges
receipt of a description attached hereto as Exhibit C of certain
risk factors contained in a prospectus dated October 10, 1996
concerning the Company and the Units, and copies of the following
information filed with the United States Securities and Exchange
Commission: (i) Annual Report on Form 10-KSB for the fiscal year
of the Company ended December 31, 1995, (ii) Quarterly Reports on
Form 10-QSB for the quarterly period ended March 31, 1996, June
30, 1996 and September 30, 1996, (iii) Current Reports on Form 8-
K dated November 28, 1995, December 28, 1995, January 10, 1996,
January 15, 1996, April 17, 1996, April 19, 1996 and July 17,
1996, and (v) Current Report on Form 8-K/A filed September 17,
1996.
(B) Subscriber understands that it may sell or otherwise
transfer the Units, the Preferred, the Warrants or the shares of
Common Stock issuable on conversion or exercise of the Preferred
or the Warrants only if such transaction is duly registered under
the Securities Act of 1933, as amended, under the Registration
Statement or otherwise, and is duly registered or qualified under
any applicable state securities laws, or if Subscriber shall have
received the favorable opinion of counsel to the holder, which
counsel and opinion shall be reasonably satisfactory to counsel
to the Company, to the effect that such sale or other transfer
may be made in the absence of registration under the Securities
Act of 1933, as amended, and in the absence of registration or
qualification under applicable state securities laws. The
certificates representing the aforesaid securities will be
legended to reflect these restrictions, and stop transfer
instructions will apply. Subscriber realizes that the Units are
not a liquid investment.
5. (A) Subscriber has not relied upon the advice of a
"Purchaser Representative" (as defined in Regulation D of the
Securities Act) in evaluating the risks and merits of this
investment. Subscriber has the knowledge and experience to
evaluate the Company and the risks and merits relating thereto.
(B) Subscriber represents and warrants that Subscriber is an
"accredited investor" as such term is defined in Rule 501 of
Regulation D promulgated pursuant to the Securities Act of 1933,
as amended, and shall be such on the date any shares are issued
to the holder; Subscriber acknowledges that Subscriber is able to
bear the economic risk of losing Subscriber's entire investment
in the shares and understands that an investment in the Company
involves substantial risks; Subscriber has the power and
authority to enter into this agreement, and the execution and
delivery of, and performance under this agreement shall not
conflict with any rule, regulation, judgment or agreement
applicable to the Subscriber; and Subscriber has invested in
previous transactions involving restricted securities.
6. This Agreement may not be changed or terminated except by
written agreement. It shall be binding on the parties and on
their personal representatives and permitted assigns. It sets
forth all agreements of the parties. It shall be enforceable by
decrees of specific performance (without posting bond or other
security) as well as by other available remedies.
Subscriber: INTERNATIONAL NURSING
SERVICES, INC.
_________________________
By:_____________________________
Title:
Number of Units: _____________
