EXHIBIT INDEX
Exhibit No. Description
10.1 Seventh Amendment of Lease and related Letter Agreement
EXHIBIT 10.1
SEVENTH AMENDMENT OF LEASE
This Agreement made and entered into as of February 24, 2006 by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustees of Oceana Way Associates (hereinafter called "Landlord") and Elcom
International, Inc. a Delaware Corporation (hereinafter called "Tenant").
WITNESSETH
WHEREAS, Landlord and Catalink Direct, Inc., Tenant's predecessor in interest, entered into a lease dated July
15, 1995, as amended by an Agreement of Amendment dated October 20, 1997, an Assignment and Assumption Agreement
dated December 20, 2000, a Second Amendment to Lease dated December 31, 2000, a Third Amendment of Lease dated
December 31, 2002, a Fourth Amendment of Lease dated January 6, 2004, a Fifth Amendment dated December 27, 2004,
a Sixth Amendment of Lease dated June 20, 2005 (collectively, the "Lease"), with respect to a premises located at
▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.
WHEREAS, Landlord and Tenant hereby acknowledge and confirm that as of January 31, 2006, Tenant owes Landlord
$423,220 in unpaid base rent and additional rent, and
WHEREAS, the term of the Lease is scheduled to end on July 31, 2006, and Landlord and Tenant desire to extend the
lease term so that it will instead end on December 31, 2007, and to adjust the rent for the Premises, and
WHEREAS, Landlord has elected to receive common stock of Tenant in satisfaction of a portion of the unpaid base
rent and additional rent as provided in the Sixth Amendment of Lease,
NOW THEREFORE, in consideration of the mutual promises and undertakings contained herein, the parties hereby
agree that the Lease is modified and amended as follows, effective as of the date hereof:
1. Upon the signing of this agreement, the Tenant will present to the Landlord a check for $173,220.00 (U.
S. dollars) and to the Trustees of Nordblom Properties, under Declaration of Trust dated
November 4, 1955 and recorded in Norfolk Registry of Deeds, Book 3422, Page 351, as amended
("Nordblom"), holders of the beneficial interest of Landlord, shares of stock in Elcom
International, Inc. equivalent to $250,000.00 (U.S. Dollars). The description of said common
stock and the exact number of shares are described in Paragraph 4 below. Upon receipt of the
$173,220 cash payment and the common stock (as set forth in paragraph 4), the Landlord will
return the Negotiable Promissory Note issued by Tenant in favor of Landlord pursuant to
previous Lease Amendments, marked as cancelled and paid in full.
2. The term of this Lease is hereby extended such that it shall end on December 31, 2007.
3. Effective February 1, 2006 the Annual Fixed Rent Rate for the Premises shall be $270,872.64, the Monthly
fixed Rent Rate shall be $22,572.72 per month, shall remain in effect from February 1, 2006
through the end of the term as extended herein (i.e. until December 31, 2007).
4. On January 31, 2006, Landlord elected to receive payment of $250,000 of the Total Deferred Rent Amount
in the form of common stock issued by Elcom International, Inc. Tenant and Landlord have
agreed that the mean price per share of the common stock is $0.0723 and, accordingly, 3,458,293
shares of common stock will be issued in satisfaction of the $250,000 portion of the Total
Deferred Rent elected by Landlord to be paid in common stock, in accordance with the Sixth
Amendment. Landlord has requested that the shares of common stock be issued in the name
Nordblom pursuant to a letter agreement of even date herewith.
5. The recitals set forth above are hereby incorporated into this Amendment. Capitalized words used herein
that are not defined shall have the meanings ascribed to them in the Lease. To the extent that
the meaning of a capitalized word(s) used herein differ from the meanings given to them under
the Sixth Amendment, the definition of such word(s) set forth herein shall apply.
6. Nordblom is a third party beneficiary of this Agreement and may bring action for any legal or equitable
remedy.
As herein amended, the Lease is ratified and confirmed in all respects and shall continue in full force
and effect.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Seventh Amendment to take effect as a
sealed instrument as of February 1, 2006.
Landlord:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
As Trustee of Oceana Way Associates,
And not individually
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
As Trustee of Oceana Way Associates
And not individually
TENANT:
Elcom International, Inc.
By: :/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman
Hereunto Duly Authorized
Letter Agreement
This letter agreement is entered into this 24th day of February, 2006 by and between Elcom
International, Inc. ("Company"), whose principal address is ▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustees of Nordblom Properties ("Purchaser"), whose
principal address is ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, Company and the Trustees of Oceana Way Associates ("Oceana"), whom Purchaser owns the
beneficial interest in, have entered into an amended lease agreement of even date herewith, which among other
provisions, provides that Company will issue 3,458,293 shares of common stock of the Company (the "Shares") to
Purchaser in satisfaction of a portion of the unpaid base rent and additional rent as provided in the amended
lease; and
WHEREAS, the Shares issued will not be registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act").
NOW THEREFORE, in consideration of the mutual promises and undertakings contained herein, the parties hereby
agree as of the date hereof:
1. Representations of the Purchaser. The Purchaser represents and warrants to the Company as follows:
(a) Investment. The Purchaser is acquiring the Shares for his, her or its own account for
investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present
intention of distributing or selling the same; and, except as contemplated by this Agreement, the Purchaser has
no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing
for the disposition thereof.
(b) Accredited Investor. The Purchaser is an "accredited investor" as defined in Rule 501(a) under
the Securities Act.
(c) Authority. The Purchaser has full power and authority to enter into and to perform this
Agreement in accordance with its terms. If the Purchaser is a corporation, limited liability company,
partnership or trust, the Purchaser represents that it has not been organized, reorganized or recapitalized
specifically for the purpose of investing in the Company.
(d) Experience. The Purchaser has carefully reviewed the representations concerning the Company
contained in this Agreement and has made detailed inquiry concerning the Company, its business and its personnel;
the officers of the Company have made available to the Purchaser any and all written information which he, she or
it has requested and have answered to the Purchaser's satisfaction all inquiries made by the Purchaser; and the
Purchaser has sufficient knowledge and experience in finance and business that he, she or it is capable of
evaluating the risks and merits of his, her or its investment in the Company and the Purchaser is able
financially to bear the risks thereof.
2. Representations of the Company. The Company represents and warrants to the Purchaser and to Oceana as
follows:
(a) The Company is a corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware; is duly registered to do business as a foreign corporation and is in good standing
in the Commonwealth of Massachusetts; and has all requisite corporate power and authority to carry on its
business as now conducted and as proposed to be conducted by it.
(b) The Shares, when issued pursuant to this Agreement, will be duly authorized and validly issued,
fully paid and nonassessable, and issued and sold by the Company in accordance with and pursuant to all
applicable federal and state securities laws.
(c) Based on the representations made by Purchaser in Section 1 of this Agreement, the issuance of
the Shares by the Company to Purchaser will be in compliance with federal and state securities laws and the
Company has, or will forthwith after the issuance of the Shares, make any and all filings required under
applicable federal and state securities laws in connection with the issuance of the Shares.
(d) The Shares will not be subject to any preemptive rights that have not been properly waived or
complied with. No person or entity other than the Purchaser has any claim to purchase or otherwise acquire any of
the Shares.
(e) Apart from transfer restrictions imposed by or created under this Agreement, by applicable law
or by Purchaser, the Shares will not be subject to any transfer restriction imposed by the Company's
organizational or governance documents, or, to Company's knowledge, by any other agreement or document to which
any of the Company, its stockholders, or Purchaser may be subject.
(f) All necessary corporate action on the part of the Company, its officers, directors, and
stockholders necessary for the due and valid authorization, execution and delivery by the Company of this
Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance, sale,
and delivery of the Shares has been taken, and this Agreement constitutes the enforceable, valid, and legally
binding obligations of the Company.
(g) The execution and delivery of this Agreement and the issuance of the Shares to Purchaser will
not (i) conflict with or violate any provision of the Company's organizational or governance documents including,
without limitation, Company's Certificate of Incorporation, as amended and/or restated, and its Bylaws; (ii)
other than filings required under federal and state securities laws, if applicable, require on the part of
Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational
tribunal, administrative agency or commission or other governmental or regulatory authority or agency; (iii)
conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default
under, result in the acceleration of obligations under, create in any person or entity the right to accelerate,
terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease,
license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of
indebtedness, security interest, lien, or other arrangement to which Company is a party or by which Company is or
Company's assets are subject; (vi) result in the imposition of any security interest upon any of Company's
assets; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Company or
any of its properties or assets.
3. Transfer of Shares.
(a) Restricted Shares. "Restricted Shares" means the Shares and any other shares of capital stock
of the Company issued in respect of the Shares (as a result of stock splits, stock dividends, reclassifications,
recapitalizations or similar events); provided, however, that shares of common stock which are Restricted Shares
shall cease to be Restricted Shares (x) upon any sale pursuant to a registration statement under the Securities
Act, Section 4(1) of the Securities Act or Rule 144 under the Securities Act or (y) at such time as they become
eligible for sale under Rule 144(k) under the Securities Act.
(b) Requirements for Transfer.
(i) Restricted Shares shall not be sold or transferred unless either (A) they first shall
have been registered under the Securities Act, or (B) the Company first shall have been furnished with an opinion
of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from
the registration requirements of the Securities Act.
(ii) Notwithstanding the foregoing, no registration or opinion of counsel shall be required
for (i) a transfer by a Purchaser to an Affiliated Party (as such term is defined below) of the Purchaser, (ii) a
transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or (iii)
a transfer by a Purchaser which is a limited liability company to a member of such limited liability company or a
retired member who resigns after the date hereof or to the estate of any such member or retired member; provided
that the transferee in each case agrees in writing to be subject to the terms of this Section 2 to the same
extent as if it were the original Purchaser hereunder, or (iv) a transfer made in accordance with Rule 144 under
the Securities Act. For purposes of this Agreement "Affiliated Party" shall mean, with respect to any Purchaser,
any person or entity which, directly or indirectly, controls, is controlled by or is under common control with
such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser and any
venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares
the same management company as, such Purchaser.
(c) Legend. Each certificate representing Restricted Shares shall bear a legend substantially in
the following form:
"The shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be offered, sold or otherwise
transferred, pledged or hypothecated unless and until such shares are
registered under such Act or an opinion of counsel satisfactory to the Company
is obtained to the effect that such registration is not required."
The foregoing legend shall be removed from the certificates representing any Restricted Shares, at the
request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the
Securities Act.
4. Oceana is a third party beneficiary of this Letter Agreement and may bring action for any legal
or equitable remedy.
IN WITNESS WHEREOF, Company and Purchaser have duly executed this Letter Agreement.
Elcom International, Inc. ("Company")
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman
Hereunto Duly Authorized
Trustees of Nordblom Properties
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
As Trustee only, and not individually
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
As Trustee only, and not individually
