Exhibit 10.5
REGISTRATION RIGHTS AGREEMENT
This Agreement dated as of February 13, 2006 is entered into by and among
DATATRAK International, Inc., a Delaware corporation (the "Company"), and the
individuals and entities listed on Exhibit A attached hereto (the
"Stockholders").
Recitals
WHEREAS, contemporaneous with the execution of this Agreement, the Company
has entered into an Agreement and Plan of Merger with ClickFind, Inc., a Texas
corporation, ("ClickFind"), CF Merger Sub, Inc., an Ohio corporation ("Merger
Sub"), and the shareholders of ClickFind (the "Merger Agreement"), pursuant to
which ClickFind will merge into Merger Sub (the "Merger"), and the Stockholders
will be issued common shares of the Company; and
WHEREAS, the Company and the Stockholders desire to provide for certain
arrangements with respect to the registration of common shares of the Company
under the Securities Act (as defined below);
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:
1. Certain Definitions.
As used in this Agreement, the following terms shall have the following
respective meanings:
"Affiliated Party" means, with respect to any Stockholder, any person
or entity which, directly or indirectly, controls, is controlled by or is under
common control with such Stockholder.
"Commission" means the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
"Common Stock" means the common shares, without par value, of the
Company.
"Company" has the meaning ascribed to it in the introductory paragraph
hereto.
"Company Sale" means: (a) the acquisition of the Company by another
entity (or group of affiliated entities or entities operating as a group) by
means of any transaction or series of related transactions (including, without
limitation, any reorganization, merger or consolidation) unless the Company's
stockholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the Company's acquisition or sale or otherwise) hold
at least 50% of the voting power of the surviving or acquiring entity (except
that the sale by the Company of shares of its capital stock to investors in bona
fide financing transactions shall not be deemed to be an acquisition for this
purpose) or (b) the sale, lease, transfer, exclusive license or other
disposition, in a single transaction or series of related transactions, by the
Company or a Company Subsidiary of all or substantially all the assets of the
Company and the Company Subsidiaries taken as a whole (except where such sale,
lease, transfer, exclusive license or other disposition is to a wholly owned
Company Subsidiary).
"Company Subsidiary" means any corporation, partnership, trust,
limited liability company or other non-corporate business enterprise in which
the Company (or another Company Subsidiary) holds stock or other ownership
interests representing (a) more than 50% of the voting power of all outstanding
stock or ownership interests of such entity or (b) the right to receive more
than 50% of the net assets of such entity available for distribution to the
holders of outstanding stock or ownership interests upon a liquidation or
dissolution of such entity.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.
"Executive Holders" means holders of securities of the Company who,
immediately prior to the Merger, are executive officers of the Company and are
entitled, by contract with the Company, or otherwise, to have securities
included in a Registration Statement.
"Free Writing Prospectus" has the meaning ascribed to it in Section
2.2(a)(ii) hereto.
"Indemnified Party" means a party entitled to indemnification pursuant
to Section 2.4.
"Indemnifying Party" means a party obligated to provide
indemnification pursuant to Section 2.4.
"Merger" has the meaning ascribed to it in the recitals hereto.
"Merger Agreement" has the meaning ascribed to it in the recitals
hereto.
"Merger Sub" has the meaning ascribed to it in the recitals hereto.
"Prospectus" means the prospectus included in any Registration
Statement, as amended or supplemented by an amendment or prospectus supplement,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.
"Registrable Shares" means (a) the Shares and (b) any other shares of
Common Stock issued in respect of such shares (because of stock splits, stock
dividends, reclassifications, recapitalizations or similar events); provided,
however, that shares of Common Stock which are Registrable Shares shall cease to
be Registrable Shares (i) upon any sale pursuant to a Registration Statement or
Rule 144 under the Securities Act or (ii) at such time as they become eligible
for sale pursuant to Rule 144(k) under the Securities Act.
-2-
"Registration Expenses" means all expenses incurred by the Company in
complying with the provisions of Section 2, including, without limitation, all
registration and filing fees, exchange listing fees, printing expenses, fees and
expenses of counsel for the Company and the reasonable fees and expenses of one
counsel selected by the Selling Stockholders to represent the Selling
Stockholders, state Blue Sky fees and expenses, and the expense of any special
audits incident to or required by any such registration, but excluding
underwriting discounts, selling commissions and the fees and expenses of Selling
Stockholders' own counsel (other than the counsel selected to represent all
Selling Stockholders).
"Registration Statement" means a registration statement filed by the
Company with the Commission for a public offering and sale of securities of the
Company (other than a registration relating solely to employee benefit plans or
a Rule 145 transaction).
"Securities Act" means the Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.
"Selling Stockholder" means any Stockholder owning Registrable Shares
included in a Registration Statement.
"Shares" means shares of Common Stock issued to the Stockholders
pursuant to the terms of the Merger Agreement.
"Stockholder" has the meaning ascribed to it in the introductory
paragraph hereto.
2. Registration Rights.
2.1 Piggyback Registration.
(a) Whenever the Company proposes to register (whether for its
own benefit or on behalf of other stockholders of the Company) any of its Common
Stock under the Securities Act in connection with the public offering of such
Common Stock solely for cash pursuant to a Registration Statement and (i) the
filing of the Registration Statement in connection with such public offering
occurs one year or more after the date of this Agreement or (ii) it is
contemplated that shares of Common Stock held by an Executive Holder, or an
Affiliated Party of an Executive Holder (other than the Company), shall be
included in such public offering, the Company will, prior to such filing, give
written notice to all Stockholders of its intention to do so; provided, that no
such notice need be given if no Registrable Shares are to be included therein as
a result of a written notice from the managing underwriter pursuant to Section
2.1(c). Upon the written request of a Stockholder or Stockholders given within
20 days after the Company provides such notice and, subject to the terms of
Sections 2.1(b) and (c), the Company shall use its best efforts to cause to be
included in such registration all Registrable Shares that the Company has been
requested by such Stockholder or Stockholders to be registered under the
Securities Act; provided that the Company shall have the right to postpone or
withdraw any registration effected pursuant to this Section 2.1 without
obligation to any Stockholder.
-3-
(b) If the registration for which the Company gives notice
pursuant to Section 2.1(a) is a registered public offering involving an
underwriting, the Company shall so advise the Stockholders as a part of the
written notice given pursuant to Section 2.1(a). In such event, (i) the right of
any Stockholder to include its Registrable Shares in such registration pursuant
to this Section 2.1 shall be conditioned upon such Stockholder's participation
in such underwriting on the terms set forth herein and (ii) all Stockholders
including Registrable Shares in such registration shall enter into an
underwriting agreement upon customary terms with the underwriter or underwriters
selected for the underwriting by the Company. If any Stockholder who has
requested inclusion of its Registrable Shares in such registration as provided
above disapproves of the terms of the underwriting, such person may elect, by
written notice to the Company, to withdraw its shares from such Registration
Statement and underwriting.
(c) If a registration subject to Section 2.1(a) relates to a
registered public offering involving an underwriting and the managing
underwriters advise the Company that in their opinion the number of securities
to be included in such registration must be limited so that the shares can be
sold in an orderly manner in such offering within a price range acceptable to
(A) the Company, in the event of a Company-initiated registration or (B) the
stockholders initially requesting such registration, in the event of a
stockholder-initiated registration, the shares held by the stockholders
initially requesting such registration, if applicable, the Executive Holders and
the Stockholders shall be excluded from such registered public offering and
underwriting to the extent deemed advisable by the managing underwriters, and,
if such a reduction of the number of shares is required, the number of shares
held by the stockholders initially requesting such registration, if applicable,
the Executive Holders and the Stockholders that may be included in such
registration shall be allocated pro rata among such holders on the basis of the
number of shares of Common Stock such holder requested to be included in such
registration.
2.2 Registration Procedures.
(a) If and whenever the Company is required by the provisions of
this Agreement to effect the registration of any Registrable Shares, the Company
shall, subject to Section 2.1:
(i) prepare and file with the Commission a Registration
Statement with respect to such Registrable Shares and use its best efforts to
(x) cause that Registration Statement to become effective as soon as practicable
and (y) keep that Registration Statement effective until the distribution
contemplated in the Registration Statement has been completed;
(ii) prepare and promptly file with the Commission any
amendments and supplements to the Registration Statement and the prospectus used
in connection therewith and such free writing prospectuses under Rule 433 under
the Securities Act (each, a "Free Writing Prospectus") included in the
Registration Statement as may be necessary to comply with the provisions of the
Securities Act;
-4-
(iii) furnish to each Selling Stockholder such reasonable
numbers of copies of the Prospectus, including any preliminary Prospectus and
any Free Writing Prospectus, in conformity with the requirements of the
Securities Act;
(iv) use its best efforts to register or qualify the
Registrable Shares covered by the Registration Statement under the securities or
Blue Sky laws of such states as the Company determines; provided, however, that
the Company shall not be required in connection with this paragraph (iv) to
qualify as a foreign corporation or to execute a general consent to service of
process in any jurisdiction or to amend its Certificate of Incorporation or
By-laws in a manner that the Board of Directors of the Company determines is
inadvisable;
(v) cause all such Registrable Shares to be listed on each
securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;
(vi) provide a transfer agent and registrar for all such
Registrable Shares not later than the effective date of such Registration
Statement;
(vii) make available for inspection by the Selling
Stockholders, any managing underwriter participating in any disposition pursuant
to such Registration Statement, and any attorney or accountant or other agent
retained by any such underwriter or selected by the Selling Stockholders, all
financial and other records, pertinent corporate documents and properties of the
Company and cause the Company's officers, directors, employees and independent
accountants to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such Registration
Statement; and
(viii) notify each Selling Stockholder, promptly after it
shall receive notice thereof, of the time when such Registration Statement has
become effective or a supplement to any Prospectus forming a part of such
Registration Statement has been filed.
(ix) as expeditiously as possible following the
effectiveness of such Registration Statement, notify each seller of such
Registrable Shares of any request by the Commission for the amending or
supplementing of such Registration Statement or Prospectus.
(b) If the Company has delivered a Prospectus to the Selling
Stockholders and after having done so the Prospectus is amended to comply with
the requirements of the Securities Act, the Company shall promptly notify the
Selling Stockholders and, if requested, the Selling Stockholders shall
immediately cease making offers of Registrable Shares and return all
Prospectuses to the Company. The Company shall promptly provide the Selling
Stockholders with revised Prospectuses and, following receipt of the revised
Prospectuses, the Selling Stockholders shall be free to resume making offers of
the Registrable Shares.
(c) In the event that, in the judgment of the Company, it is
advisable to suspend use of a Prospectus included in a Registration Statement
due to pending material developments or other events that have not yet been
publicly disclosed and as to which the
-5-
Company believes public disclosure would be detrimental to the Company, the
Company shall notify all Selling Stockholders to such effect, and, upon receipt
of such notice, each such Selling Stockholder shall immediately discontinue any
sales of Registrable Shares pursuant to such Registration Statement until such
Selling Stockholder has received copies of a supplemented or amended Prospectus
or until such Selling Stockholder is advised in writing by the Company that the
then current Prospectus may be used and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus. Notwithstanding anything to the contrary herein, the Company
shall not exercise its rights under this Section 2.2(c) to suspend sales of
Registrable Shares for a period in excess of 30 days consecutively or 60 days in
any 365-day period.
2.3 Allocation of Expenses. The Company will pay all Registration
Expenses for all registrations under this Agreement; provided, however, that the
amount of fees and expenses payable to one counsel for the Selling Stockholders
shall not exceed $15,000.
2.4 Indemnification and Contribution.
(a) In the event of any registration of any of the Registrable
Shares under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless each Selling Stockholder, each underwriter of such
Registrable Shares, and each other person, if any, who controls such Selling
Stockholder or underwriter within the meaning of the Securities Act or the
Exchange Act against any losses, claims, damages or liabilities, joint or
several, to which such Selling Stockholder, underwriter or controlling person
may become subject under the Securities Act, the Exchange Act, state securities
or Blue Sky laws or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in any Registration Statement under which such Registrable Shares were
registered under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, any Free Writing Prospectus,
or any amendment or supplement to any of the foregoing, (ii) the omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (iii) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any state securities law in connection with the
Registration Statement or the offering contemplated thereby; and the Company
will reimburse such Selling Stockholder, underwriter and each such controlling
person for any legal or any other expenses reasonably incurred by such Selling
Stockholder, underwriter or controlling person in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon any
untrue statement or omission made in such Registration Statement, preliminary
prospectus, prospectus or Free Writing Prospectus, or any such amendment or
supplement, in reliance upon and in conformity with information furnished to the
Company, in writing, by or on behalf of such Selling Stockholder, underwriter or
controlling person specifically for use in the preparation thereof.
(b) In the event of any registration of any of the Registrable
Shares under the Securities Act pursuant to this Agreement, each Selling
Stockholder, severally and not
-6-
jointly, will indemnify and hold harmless the Company, each of its directors and
officers and each underwriter (if any) and each person, if any, who controls the
Company or any such underwriter within the meaning of the Securities Act or the
Exchange Act, against any losses, claims, damages or liabilities, joint or
several, to which the Company, such directors and officers, underwriter or
controlling person may become subject under the Securities Act, Exchange Act,
state securities or Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement under which such Registrable Shares were
registered under the Securities Act, any preliminary prospectus, final
prospectus or Free Writing Prospectus contained in the Registration Statement,
or any amendment or supplement to the Registration Statement, or (ii) any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, if and to
the extent (and only to the extent) that the statement or omission was made in
reliance upon and in conformity with information relating to such Selling
Stockholder furnished in writing to the Company by such Selling Stockholder
specifically for use in connection with the preparation of such Registration
Statement, prospectus, amendment, supplement or Free Writing Prospectus;
provided, however, that the obligations of a Selling Stockholder hereunder shall
be limited to an amount equal to the net proceeds to such Selling Stockholder of
Registrable Shares sold in connection with such registration.
(c) Each Indemnified Party shall give notice to the Indemnifying
Party promptly after such Indemnified Party has actual knowledge of any claim as
to which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom;
provided, that counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be approved by the Indemnified Party (whose
approval shall not be unreasonably withheld, conditioned or delayed); and,
provided, further, that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 2.4 except to the extent that the Indemnifying Party is
adversely affected by such failure. The Indemnified Party may participate in
such defense at such party's expense; provided, however, that the Indemnifying
Party shall pay such expense if the Indemnified Party reasonably concludes that
representation of such Indemnified Party by the counsel retained by the
Indemnifying Party would be inappropriate due to actual or potential differing
interests between the Indemnified Party and any other party represented by such
counsel in such proceeding; provided further that in no event shall the
Indemnifying Party be required to pay the expenses of more than one law firm per
jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also
shall be responsible for the expenses of such defense if the Indemnifying Party
does not elect to assume such defense. No Indemnifying Party, in the defense of
any such claim or litigation shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
of such claim or litigation, and no Indemnified Party shall consent to entry of
any judgment or settle such claim or litigation without the prior written
consent of the Indemnifying Party, which consent shall not be unreasonably
withheld, conditioned or delayed.
-7-
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 2.4 is
due in accordance with its terms but for any reason is held to be unavailable to
an Indemnified Party in respect to any losses, claims, damages and liabilities
referred to herein, then the Indemnifying Party shall, in lieu of indemnifying
such Indemnified Party, contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities to
which such party may be subject in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and the Selling Stockholders
on the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of the Company and the Selling
Stockholders shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of material fact related to information
supplied by the Company or the Selling Stockholders and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Selling Stockholders agree that
it would not be just and equitable if contribution pursuant to this Section
2.4(d) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this Section 2.4(d), (i) in no case
shall any one Selling Stockholder be liable or responsible for any amount in
excess of the net proceeds received by such Selling Stockholder from the
offering of Registrable Shares and (ii) the Company shall be liable and
responsible for any amount in excess of such proceeds; provided, however, that
no person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this Section
2.4(d), notify such party or parties from whom contribution may be sought, but
the omission so to notify such party or parties from whom contribution may be
sought shall not relieve such party from any other obligation it or they may
have thereunder or otherwise under this Section 2.4(d). No party shall be liable
for contribution with respect to any action, suit, proceeding or claim settled
without its prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed.
(e) The rights and obligations of the Company and the Selling
Stockholders under this Section 2.4 shall survive the termination of this
Agreement.
2.5 Information by Holder. Each holder of Registrable Shares included
in any registration shall furnish to the Company such information regarding such
holder and the distribution proposed by such holder as the Company may
reasonably request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Agreement.
2.6 Confidentiality of Notices. Any Stockholder receiving any written
notice from the Company regarding the Company's plans to file a Registration
Statement shall treat such notice confidentially and shall not disclose such
information to any person other than as necessary to exercise its rights under
this Agreement.
2.7 Rule 144 Requirements. The Company agrees to:
-8-
(a) make and keep current public information about the Company
available, as those terms are understood and defined in Rule 144;
(b) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and
(c) furnish to any holder of Registrable Shares upon request (i)
a written statement by the Company as to its compliance with the reporting
requirements of Rule 144 and of the Securities Act and the Exchange Act, (ii) a
copy of the most recent annual or quarterly report of the Company, and (iii)
such other reports and documents of the Company as such holder may reasonably
request to avail itself of any similar rule or regulation of the Commission
allowing it to sell any such securities without registration.
2.8 Termination. All of the Company's obligations to register
Registrable Shares under Section 2.1 shall terminate upon the earliest of (a)
five years after the date of this Agreement, (b) the date on which no
Stockholder holds any Registrable Shares or (c) a Company Sale.
3. General.
3.1 Severability. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
3.2 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio (without reference to the
conflicts of law provisions thereof), as to all other matters. Any action or
proceeding seeking to enforce any provision of, or based on any right arising
out of, this Agreement shall be brought against any of the parties in the courts
of the State of Ohio, County of Cuyahoga, or, if it has or can acquire
jurisdiction, in the United States District Court for the Northern District of
Ohio, and each of the parties consents to the exclusive jurisdiction of such
courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein. Process in any action
or proceeding referred to in the preceding sentence may be served on any party
anywhere in the world.
3.3 Notices. All notices, requests, consents and other communications
under this Agreement shall be in writing and shall be deemed delivered (i) three
business days after being sent by registered or certified mail, return receipt
requested, postage prepaid or (ii) one business day after being sent via a
reputable nationwide overnight courier service guaranteeing next business day
delivery, in each case to the intended recipient as set forth below:
If to the Company, at DATATRAK International, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: Chief Financial
Officer, or at such other address as may have been furnished in writing by the
Company to the other parties hereto, with a copy to ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇
LLP, 1400 ▇▇▇▇▇▇▇▇ Investment Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III, Esq.; or
-9-
If to a Stockholder, at its address set forth on Exhibit A, or at such
other address as may have been furnished in writing by such Stockholder to the
other parties hereto.
Any party may give any notice, request, consent or other communication
under this Agreement using any other means (including, without limitation,
personal delivery, messenger service, telecopy, first class mail or electronic
mail), but no such notice, request, consent or other communication shall be
deemed to have been duly given unless and until it is actually received by the
party for whom it is intended. Any party may change the address to which
notices, requests, consents or other communications hereunder are to be
delivered by giving the other parties notice in the manner set forth in this
Section 3.3.
3.4 Complete Agreement. This Agreement constitutes the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to
such subject matter.
3.5 Successors, Assigns and Transferees. This agreement shall not be
assignable or otherwise transferable by Stockholder without the prior written
consent of the Company.
3.6 Amendments and Waivers. This Agreement may be amended or
terminated and the observance of any term of this Agreement may be waived with
respect to all parties to this Agreement (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of
the Company and Stockholders holding Shares representing at least a majority of
the voting power of all Shares then held by Stockholders. Notwithstanding the
foregoing, this Agreement may not be amended or terminated and the observance of
any term hereunder may not be waived with respect to any Stockholder without the
written consent of such Stockholder unless such amendment, termination or waiver
applies to all Stockholders in the same fashion. The Company shall give prompt
written notice of any amendment or termination hereof or waiver hereunder to any
party hereto that did not consent in writing to such amendment, termination or
waiver. Any amendment, termination or waiver effected in accordance with this
Section 3.6 shall be binding on all parties hereto, even if they do not execute
such consent. No waivers of or exceptions to any term, condition or provision of
this Agreement, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such term, condition or
provision.
3.7 Pronouns. Whenever the context may require, any pronouns used in
this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural, and
vice versa.
3.8 Counterparts; Facsimile Signatures. This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original,
and all of which together shall constitute one and the same document. This
Agreement may be executed by facsimile signatures.
3.9 Section Headings and References. The section headings are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual
-10-
obligations of the parties. Any reference in this agreement to a particular
section or subsection shall refer to a section or subsection of this Agreement,
unless specified otherwise.
* * * * *
-11-
Executed as of the date first written above.
COMPANY:
DATATRAK INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President & CEO
STOCKHOLDERS:
/s/ ▇▇▇ ▇▇▇ ▇▇▇▇
----------------------------------------
▇▇▇ ▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇
----------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇
----------------------------------------
▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇