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.
.
.
EXHIBIT 4.3
The Form of Warrant Agreement filed herewith applies to the
following
individuals or groups and warrants.
<TABLE>
<CAPTION>
INDIVIDUAL OR GROUP RECEIVING WARRANTS
NUMBER OF WARRANTS RECEIVED
--------------------------------------
---------------------------
<S>
<C>
Scottsdale Capital
4,531
Mark Jazwin
2,172
Jan Koontz
2,172
Cardinal Securities
3,750
Robert Blakely
4,166
Scott Griffith
4,167
Jesse Shelmire
4,167
------
Total Warrants
25,125
======
</TABLE>
1
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THISWARRANT AND THE UNDERLYING SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY OTHER
SECURITIES LAWS, HAVE BEEN TAKEN FOR
INVESTMENT, AND MAY NOT BE SOLD OR
TRANSFERRED OR OFFERED FOR SALE OR TRANSFER
UNLESS A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND OTHER
APPLICABLE SECURITIES LAWS WITH RESPECT TO
SUCH SECURITIES IS THEN IN EFFECT, OR IN
THE OPINION OF COUNSEL (WHICH OPINION
IS REASONABLY SATISFACTORY TO THE ISSUER OF
THESE SECURITIES), SUCH REGISTRATION
UNDER THE SECURITIES ACT AND OTHER
APPLICABLE SECURITIES LAWS IS NOT REQUIRED.
Date:
Warrant to Purchase
August 8, 2003
***
***
Shares
DATATRAK International, Inc.
(Incorporated under the laws of the State of Ohio)
REPRESENTATIVE'S WARRANT FOR THE PURCHASE OF SHARES OF
THE NO PAR VALUE COMMON SHARES
Warrant Price: $ 4.80
per share, subject to adjustment as provided below.
THIS IS TO CERTIFY that, for value received, .
("Placement Agent")
and its assigns (collectively, the
"Holder"), is entitled to purchase, subject
to the terms and conditions hereinafter set
forth, up to *** *** shares of
the no par value common shares ("Common
Shares") of DATATRAK International,
Inc., an Ohio corporation (the "Company"),
and to receive certificate(s) for the
Common Shares so purchased.
1.
EXERCISE PERIOD AND VESTING. The exercise period is the period
beginning on the date of this Warrant (the
"Issuance Date") and ending at 5:00
p.m., Cleveland, Ohio time, on August 8,
2008 (the "Exercise Period"). This
Warrant is vested in full as of the
Issuance Date and is immediately exercisable
by Holder. This Warrant will terminate
automatically and immediately upon the
expiration of the Exercise Period.
2.
EXERCISE OF WARRANT. This Warrant may be exercised, in whole
or in part, at any time and from time to
time during the Exercise Period. Such
exercise shall be accomplished by tender to
the Company of the purchase price
set forth above as the warrant price (the
"Warrant Price"), in cash, by wire
transfer or by certified check or bank
cashier's check, payable to the order of
the Company, together with presentation and
surrender to the Company of this
Warrant with an executed subscription in
substantially the form attached hereto
as Exhibit A (the "Subscription"). Upon
receipt of the foregoing, the Company
will deliver to the Holder, as promptly as
possible, a certificate or
certificates representing the shares of
Common Shares so
2
<PAGE>
purchased, registered in the name of the
Holder or its transferee (as permitted
under Section 3 below). With respect to any
exercise of this Warrant, the Holder
will for all purposes be deemed to have
become the holder of record of the
number of shares of Common Shares purchased
hereunder on the date this Warrant,
a properly executed Subscription and
payment of the Warrant Price is received by
the Company (the "Exercise Date"),
irrespective of the date of delivery of the
certificate evidencing such shares, except
that, if the date of such receipt is
a date on which the stock transfer books of
the Company are closed, such person
will 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.
Fractional shares of Common Shares will not
be issued upon the exercise of this
Warrant. In lieu of any fractional shares
that would have been issued but for
the immediately preceding sentence, the
Holder will be entitled to receive cash
equal to the current market price of such
fraction of a share of Common Shares
on the trading day immediately preceding
the Exercise Date. In the event this
Warrant is exercised in part, the Company
shall issue a new Warrant to the
Holder covering the aggregate number of
shares of Common Shares as to which this
Warrant remains exercisable for.
3.
TRANSFERABILITY AND EXCHANGE.
(a) This
Warrant, and the Common Shares issuable upon the
exercise hereof, may not be sold,
transferred, pledged or hypothecated unless
the Company shall have been provided with
an opinion of counsel, or other
evidence reasonably satisfactory to it,
that such transfer is not in violation
of the Securities Act, and any applicable
state securities laws. Subject to the
satisfaction of the aforesaid condition,
this Warrant and the underlying shares
of Common Shares shall be transferable from
time to time by the Holder upon
written notice to the Company (However,
Placement Agent agrees not to transfer
the warrant to any competitor of the
Company). If this Warrant is transferred,
in whole or in part, the Company shall,
upon surrender of this Warrant to the
Company, deliver to each transferee a
Warrant evidencing the rights of such
transferee to purchase the number of shares
of Common Shares that such
transferee is entitled to purchase pursuant
to such transfer. The Company may
place a legend similar to the legend at the
top of this Warrant on any
replacement Warrant and on each certificate
representing shares issuable upon
exercise of this Warrant or any replacement
Warrants. Only a registered Holder
may enforce the provisions of this Warrant
against the Company. A transferee of
the original registered Holder becomes a
registered Holder only upon delivery to
the Company of the original Warrant and an
original Assignment, substantially in
the form set forth in Exhibit B attached
hereto.
(b) This
Warrant is exchangeable upon its surrender by
the Holder to the Company for new Warrants
of like tenor and date representing
in the aggregate the right to purchase the
number of shares purchasable
hereunder, each of such new Warrants to
represent the right to purchase such
number of shares as may be designated by
the Holder at the time of such
surrender.
4.
ADJUSTMENTS TO WARRANT PRICE AND NUMBER OF SHARES SUBJECT TO
WARRANT. The Warrant Price and the number
of shares of Common Shares purchasable
upon the exercise of this Warrant are
subject to adjustment from time to time
upon the occurrence of any of the events
specified in this Section 4. For the
purpose of this Section 4, "Common Shares"
means shares now or hereafter
authorized of any class of common shares of
the Company and any other
3
<PAGE>
stock of the Company, however designated,
that has the right to participate in
any distribution of the assets or earnings
of the Company without limit as to
per share amount (excluding, and subject to
any prior rights of, any class or
series of preferred stock).
(a) In case
the Company shall (i) pay a dividend or make
a distribution in shares of Common Shares
or other securities, (ii) subdivide
its outstanding shares of Common Shares
into a greater number of shares, (iii)
combine its outstanding shares of Common
Shares into a smaller number of shares,
or (iv) issue by reclassification of its
shares of Common Shares other
securities of the Company, then the Warrant
Price in effect at the time of the
record date for such dividend or on the
effective date of such subdivision,
combination or reclassification, and/or the
number and kind of securities
issuable on such date, shall be
proportionately adjusted so that the Holder of
any Warrant thereafter exercised shall be
entitled to receive the aggregate
number and kind of shares of Common Shares
(or such other securities other than
Common Shares) of the Company, at the same
aggregate Warrant Price, that, if
such Warrant had been exercised immediately
prior to such date, the Holder would
have owned upon such exercise and been
entitled to receive by virtue of such
dividend, distribution, subdivision,
combination or reclassification. Such
adjustment shall be made successively
whenever any event listed above shall
occur.
(b) In case
the Company shall fix a record date for the
making of a distribution to all holders of
Common Shares (including any such
distribution made in connection with a
consolidation or merger in which the
Company is the surviving corporation) of
cash, evidences of indebtedness or
assets, or subscription rights or warrants,
the Warrant Price to be in effect
after such record date shall be determined
by multiplying the Warrant Price in
effect immediately prior to such record
date by a fraction, the numerator of
which shall be the current market price per
share of Common Shares on such
record date, less the amount of cash so to
be distributed (or the fair market
value (as determined in good faith by, and
reflected in a formal resolution of,
the Board of Directors of the Company) of
the portion of the assets or evidences
of indebtedness so to be distributed, or of
such subscription rights or
warrants, applicable to one share of Common
Shares, and the denominator of which
shall be such current market price per
share of Common Shares. Such adjustment
shall be made successively whenever such a
record date is fixed; and in the
event that such distribution is not so
made, the Warrant Price shall again be
adjusted to be the Warrant Price which
would then be in effect if such record
date had not been fixed.
(c) For the
purpose of any computation under any
subsection of this Section 4, the "current
market price" per share of Common
Shares on any date shall be the per share
price of the Common Shares on the
trading day i
