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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>
GSSF Master Fund
7,895
Gryphon Master Fund
7,895
Capital Ventures
11,842
Alpha Capital
7,895
Midsummer Investments
15,789
Truk Opportunity
5,937
Truk International
379
TCMP Partners
6,316
Select Contarian
7,500
Ball & Co.
1,500
Robert Blakely
7,106
Scott Griffith
7,105
Jesse Shelmire
7,105
------
Total Warrants
94,264
======
</TABLE>
1
<PAGE>
THIS WARRANT 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
December 28,
***________***
2004
Shares
DATATRAK International, Inc.
(Incorporated under the laws of the State of Ohio)
WARRANT FOR THE PURCHASE OF SHARES OF
THE NO PAR VALUE COMMON SHARES
Warrant Price: $ 14.40 per
share ,subject to adjustment as provided below.
THIS IS TO
CERTIFY that, for value received, _______________ ("Purchaser")
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 December 23,
2007 (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.
(a) 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 the presentation and
surrender to the Company of this Warrant
with an executed subscription in
substantially the form attached hereto as
Exhibit A (the "Subscription") and either
(i) tender to the Company of the
purchase price equal to the per share
warrant price set forth above (the
"Warrant Price") multiplied by the number
of Common Shares that this Warrant is
being exercised for, in cash, by
2
<PAGE>
wire transfer or by certified check or bank
cashier's check, payable to the
order of the Company, or (ii) or, after
December 28, 2005, if a registration
statement is not then-effective under the
Securities Act covering the Common
Shares issuable under this Warrant, in a
"cashless" or "net-issue" exercise in
which the Subscription specifies the number
of Common Shares to be delivered to
the Holder ("Deliverable Shares") and the
number of Common Shares with respect
to which this Warrant is being surrendered
in payment of the aggregate purchase
price for the Deliverable Shares
("Surrendered Shares"); provided that the
Warrant Price multiplied by the number of
Deliverable Shares shall not exceed
the value of the Surrendered Shares. For
the purposes of this provision, each
Surrendered Share will be attributed a
value equal to the average of the
"current market price" (as defined in
Section 4(c) below) for the 20 trading
days immediately preceding the date of
exercise less the Warrant Price.
(b) Upon a valid exercise of this Warrant pursuant to the terms
of
subsection (a) above , the Company will
deliver to the Holder, as promptly as
possible, a certificate or certificates
representing the shares of Common Shares
so 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 is validly exercised pursuant to
the terms of subsection (a) above (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,
Purchaser 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
3
<PAGE>
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 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 warr
