THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR
ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM
SUCH REGISTRATION REQUIREMENTS.
ELCOM INTERNATIONAL, INC.
Common Stock Purchase Warrant
Elcom International, Inc., a Delaware corporation (the "Company"), hereby
certifies that for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Cripple Creek Securities, LLC, a New York
limited liability company having an address at c/o The Palladin Group, L.P., 000
Xxxxxxxxx Xxx., Xxxxxxxxx, Xxx Xxxxxx 00000 ("Purchaser"), or any other Warrant
Holder (as hereinafter defined) is entitled, on the terms and conditions set
forth below, to purchase from the Company at any time during the period
beginning on the date hereof and ending sixty (60) months after the date hereof,
up to 145,200 fully paid and nonassessable shares of the common stock, par value
$.01 per share, of the Company (the "Common Stock") at the Purchase Price
(hereinafter defined), as the same may be adjusted pursuant to Section 5 herein.
1. Definitions.
(a) The term "Purchase Price" shall mean $1.81 per share.
(b) The term "Warrant Holder" shall mean the Purchaser or any permitted
assignee of all or any portion of this Warrant, on the terms and subject to the
limitations set forth herein.
(c) The term "Warrant Shares" shall mean the shares of Common Stock or
other securities issuable upon exercise of this Warrant.
(d) Other terms used herein which are defined in that certain Amended and
Restated Structured Equity Line Flexible Financing Agreement between the Company
and Purchaser dated as of April 7, 2000 (the "Agreement") or that certain
Amended and Restated Registration Rights Agreement between the Company and
Purchaser dated as of April 7, 2000 (the "Rights Agreement"), shall have the
same meanings herein as therein.
2. Exercise of Warrant.
This Warrant may be exercised by Warrant Holder, in whole or in part, at
any time and
{FORM OF WARRANT 145K.DOC;1}S:\edgarfiling\form10k\form10k_12312001\drafts\form
of warrant 145k.doc
from time to time, on or prior to the date sixty (60) months from the date
hereof, by either of the following methods:
(a) The Warrant Holder may surrender this Warrant, together with cash, a
certified check or wire transfer of immediately available funds to an account
designated by the Company representing the aggregate Purchase Price of the
number of Warrant Shares for which the Warrant is being surrendered and the form
of subscription attached hereto as Exhibit A, duly executed by Warrant Holder
("Subscription Notice"), at the offices of the Company; or
(b) The Warrant Holder may also exercise this Warrant, in whole or in part,
in a "cashless" or "net-issue" exercise by delivering to the offices of the
Company or any transfer agent for the Common Stock this Warrant, together with a
Subscription Notice specifying the number of Warrant Shares to be delivered to
such Warrant Holder ("Deliverable Shares") and the number of Warrant 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 Purchase Price multiplied by the number of Deliverable Shares shall not
exceed the value of the Surrendered Shares. For the purposes of this provision,
each Warrant Share as to which this Warrant is surrendered will be attributed a
value equal to the Fair Market Value (as defined below) of the Warrant Share
minus the Purchase Price of the Warrant Share.
In the event that the Warrant is not exercised in full, the number of
Warrant Shares shall be reduced by the number of such Warrant Shares for which
this Warrant is exercised, and the Company, at its expense, shall forthwith
issue and deliver to Warrant Holder a new Warrant of like tenor in the name of
Warrant Holder or as Warrant Holder (upon payment by Warrant Holder of any
applicable transfer taxes) may request, reflecting such adjusted Warrant Shares.
3. Delivery of Certificates.
(a) Subject to the terms and conditions of this Warrant, as soon as
practicable after the proper exercise of this Warrant in full or in part, and in
any event within three (3) Trading Days thereafter, the Company shall transmit
the certificates (and as soon as reasonably practicable thereafter shall
transmit any other stock or other securities or property to which Warrant Holder
is entitled upon exercise) by messenger or overnight delivery service to reach
the address designated by such holder within three (3) trading days after the
receipt of the Warrant, the Subscription Notice and payment of the aggregate
Purchase Price in Section 2(a) or 2(b), as appropriate ("T+3"). Provided that a
registration statement is then effective under the Securities Act with respect
to the Warrant Shares, in lieu of delivering physical certificates representing
the Common Stock issuable upon exercise, provided the Company's transfer agent
is participating in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer ("FAST") program, upon written request of the Warrant
Holder, the Company shall use its best efforts to cause its transfer agent to
electronically transmit the Common Stock issuable upon exercise to the Warrant
Holder by crediting the account of Warrant Xxxxxx's prime broker with DTC
through its Deposit Withdrawal Agent Commission ("DWAC") system. The time
periods for delivery described in the immediately preceding paragraph shall
apply to the electronic transmittals described herein.
{FORM OF WARRANT 145K.DOC;1} -2-
(b) This Warrant may not be exercised as to fractional shares of Common
Stock. In the event that the exercise of this Warrant, in full or in part, would
result in the issuance of any fractional share of Common Stock, then in such
event Warrant Holder shall be entitled to cash equal to the Fair Market Value of
such fractional share. For purposes of this Warrant, "Fair Market Value" equals
the closing bid price of the Common Stock on the New York Stock Exchange, the
American Stock Exchange or the Nasdaq National Market, whichever is the
principal trading exchange or market for the Common Stock (the "Principal
Market") on the Trading Day immediately preceding the date of exercise.
4. Representations and Covenants.
(a) Representations and Covenants of the Company.
(i) The Company shall use its reasonable best efforts to insure that a
registration statement under the Securities Act covering the resale or other
disposition thereof of the Warrant Shares by Warrant Holder is effective to the
extent provided in the Rights Agreement.
(ii) The Company shall take all necessary actions and proceedings as
may be required of it and permitted by applicable law, rule and regulation,
including, without limitation the notification of the National Association of
Securities Dealers, for the legal and valid issuance of this Warrant and, upon
proper exercise hereof, the Warrant Shares to the Warrant Holder under this
Warrant.
(iii) From the date hereof through the last date on which this Warrant
is exercisable, the Company shall take all steps reasonably necessary and within
its control to insure that the Common Stock remains listed on the Principal
Market and shall not amend its Certificate of Incorporation or Bylaws so as to
adversely affect any rights of the Warrant Holder under this Warrant.
(iv) The Company shall at all times reserve and keep available, solely
for issuance and delivery as Warrant Shares hereunder, such shares of Common
Stock as shall from time to time be issuable as Warrant Shares.
(v) The Warrant Shares, when issued in accordance with the terms
hereof, will be duly authorized and, when paid for or issued in accordance with
the terms hereof, shall be validly issued, fully paid and non-assessable. The
Company has authorized and reserved for issuance to Warrant Holder the maximum
number of shares of Common Stock issuable pursuant to this Warrant.
(vi) With a view to making available to Warrant Holder the benefits of
Rule 144 promulgated under the Securities Act and any other rule or regulation
of the Commission that may at any time permit the Warrant Holder to sell
securities of the Company to the public without registration, the Company agrees
to use its reasonable best efforts to:
(A) make and keep public information available, as those terms
are understood and defined in Rule 144, at all times;
{FORM OF WARRANT 145K.DOC;1} -3-
(B) 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 Warrant Holder forthwith upon written request
by such Warrant Holder, at such time as such Warrant Holder has a bona fide
intention to sell and in no event more than twice in any fiscal year, a written
statement by the Company that it has complied with the reporting requirements of
Rule 144 and of the Securities Act and the Exchange Act, a copy of the most
recent annual or quarterly report of the Company, and such other reports and
documents so filed by the Company as may be reasonably requested, all at the
Warrant Xxxxxx's expense, to permit any such Warrant Holder to take advantage of
any rule or regulation of the Commission permitting the selling of any such
securities without registration.
(b) Representations and Covenants of the Purchaser. The Purchaser shall
not resell Warrant Shares, unless such resale is pursuant to an effective
registration statement under the Act or pursuant to an applicable exemption from
such registration requirements.
5. Adjustment of Exercise Price and Number of Shares.
The number and kind of securities purchasable upon exercise of this Warrant
and the Purchase Price shall be subject to adjustment from time to time as
follows:
(a) Subdivisions, Combinations and Other Issuances. If the Company shall at
any time after the date hereof but prior to the expiration of this Warrant
subdivide its outstanding securities as to which purchase rights under this
Warrant exist, by split-up, spin-off, or otherwise, or combine its outstanding
securities as to which purchase rights under this Warrant exist, the number of
Warrant Shares as to which this Warrant is exercisable as of the date of such
subdivision, split-up, spin-off or combination shall forthwith be
proportionately increased in the case of a subdivision, or proportionately
decreased in the case of a combination. Appropriate adjustments shall also be
made to the Purchase Price payable per share, so that the aggregate Purchase
Price payable for the total number of Warrant Shares purchasable under this
Warrant as of such date shall remain the same.
(b) Stock Dividend. If at any time after the date hereof but prior to the
expiration of this Warrant, the Company declares a dividend or other
distribution on all of its outstanding Common Stock payable in Common Stock or
other securities or rights convertible into Common Stock ("Common Stock
Equivalents") without payment of any consideration by holders of Common Stock
for the additional shares of Common Stock or the Common Stock Equivalents
(including the additional shares of Common Stock issuable upon exercise or
conversion thereof), then the number of shares of Common Stock for which this
Warrant may be exercised shall be increased as of the record date (or the date
of such dividend distribution if no record date is set) for determining which
holders of Common Stock shall be entitled to receive such dividends, in
proportion to the percentage increase in the number of outstanding shares (and
shares of Common Stock issuable upon conversion of all such securities
convertible into Common Stock) of Common Stock as a result of such dividend, and
the Purchase Price per share shall be adjusted so that the aggregate Purchase
Price for the Warrant Shares issuable hereunder immediately after the record
date (or on the date of such distribution, if applicable), for such dividend
shall equal
{FORM OF WARRANT 145K.DOC;1} -4-
the aggregate Purchase Price immediately before such record date (or on the date
of such distribution, if applicable).
(c) Other Distributions. If at any time after the date hereof but prior to
the expiration of this Warrant, the Company distributes to holders of all of its
outstanding Common Stock, other than as part of its dissolution, liquidation or
the winding up of its affairs, any shares of its capital stock, any evidence of
indebtedness or any of its assets (other than cash, Common Stock or securities
convertible into or exchangeable for Common Stock), then the number of Warrant
Shares for which this Warrant is exercisable shall be increased to equal: (i)
the number of Warrant Shares for which this Warrant is exercisable immediately
prior to such event, (ii) multiplied by a fraction, (A) the numerator of which
shall be the Fair Market Value per share of Common Stock on the record date for
the dividend or distribution, and (B) the denominator of which shall be the Fair
Market Value per share of Common Stock on the record date for the dividend or
distribution minus the amount allocable to one share of Common Stock of the
value (as determined in good faith by the Board of Directors of the Company) of
any and all such evidences of indebtedness, shares of capital stock, other
securities or property, so distributed. The Purchase Price shall be reduced to
equal: (i) the Purchase Price in effect immediately before the occurrence of any
such event (ii) multiplied by a fraction, (A) the numerator of which is the
number of Warrant Shares for which this Warrant is exercisable immediately
before the adjustment, and (B) the denominator of which is the number of Warrant
Shares for which this Warrant is exercisable immediately after the adjustment.
(d) Merger, Etc. If at any time after the date hereof there shall
be a merger or consolidation of the Company with or into or a transfer of all or
substantially all of the assets of the Company to another entity (a
"Transaction"), then the Company shall deliver notice of the Transaction no
later than twenty (20) business days prior to the consummation of the
Transaction (the "Merger Notice"). If (i) the Warrant Holder does not deliver
notice of exercise of the Warrant pursuant to Section 2 hereof and properly
exercise the Warrant prior to consummation of the Transaction and (ii) the
Transaction is consummated within sixty (60) business days after delivery of the
Merger Notice, this Warrant shall be canceled in its entirety upon consummation
of the Transaction.
(e) Reclassification, Etc. If at any time after the date hereof there
shall be a reorganization or reclassification of the securities as to which
purchase rights under this Warrant exist into the same or a different number of
securities of any other class or classes, then the Warrant Holder shall
thereafter be entitled to receive upon exercise of this Warrant, during the
period specified herein and upon payment of the Purchase Price then in effect,
the number of shares or other securities or property resulting from such
reorganization or reclassification, which would have been received by the
Warrant Holder for the shares of stock subject to this Warrant had this Warrant
at such time been exercised.
6. No Impairment.
The Company will not, by amendment of its Certificate of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such
{FORM OF WARRANT 145K.DOC;1} -5-
terms and in the taking of all such action as may be necessary or appropriate in
order to protect the rights of the Warrant Holder against impairment. Without
limiting the generality of the foregoing, the Company (a) will not increase the
par value of any Warrant Shares above the amount payable therefor on such
exercise, and (b) will take all such action as may be reasonably necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares on the proper exercise of this Warrant.
7. Notice of Adjustments.
Whenever the Purchase Price or number of Warrant Shares purchasable
hereunder shall be adjusted pursuant to Section 5 hereof, the Company shall
execute and deliver to the Warrant Holder a certificate setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Purchase
Price and number of shares purchasable hereunder after giving effect to such
adjustment, and shall cause a copy of such certificate to be mailed (by first
class mail, postage prepaid) to the Warrant Holder.
8. Rights as Stockholder.
Prior to exercise of this Warrant, the Warrant Holder shall not be entitled
to any rights as a stockholder of the Company with respect to the Warrant
Shares, including (without limitation) the right to vote such shares or execute
consents in respect thereof, receive dividends or other distributions thereon or
be notified of stockholder meetings. However, in the event of any taking by the
Company of a record of the holders of Common Stock for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution (other than a cash dividend), any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, the Company shall mail to
each Warrant Holder, at least 10 days prior to the date specified, therein, a
notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.
9. Limitation on Exercise.
Notwithstanding anything to the contrary contained herein, this Warrant may
not be exercised by the Warrant Holder to the extent that, after giving effect
to Warrant Shares to be issued pursuant to a Subscription Notice, the total
number of shares of Common Stock deemed beneficially owned by such Warrant
Holder (other than by virtue of ownership of this Warrant, or ownership of other
securities that have limitations on the holder's rights to convert or exercise
similar to the limitations set forth herein), together with all shares of Common
Stock deemed beneficially owned by the Warrant Holder's Affiliates that would be
aggregated for purposes of determining whether a group under Section 13(d) of
the Securities Exchange Act of 1934 exists ("Beneficial Ownership"), would
exceed 4.9% of the total issued and outstanding shares of the Common Stock.
Notwithstanding the foregoing, the Warrant Holder shall have the right to waive
this restriction, in whole or in part, upon 61 days prior written notice to the
Company; provided, however, that such waiver shall not be permitted to the
extent that, if the Warrant Holder were to acquire additional shares of Common
Stock pursuant to such waiver, its Beneficial Ownership of shares of the Common
Stock would exceed 9.9% of the total issued and
{FORM OF WARRANT 145K.DOC;1} -6-
outstanding shares of the Common Stock. The delivery of a Subscription Notice by
the Warrant Holder shall be deemed a representation by such holder that it is in
compliance with this paragraph. The terms "deemed beneficially owned" and
"Beneficial Ownership" as used in this Warrant shall exclude shares that might
otherwise be deemed beneficially owned by reason of the exercise of this
Warrant.
10. Replacement of Warrant.
On receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of the Warrant and, in the case of any
such loss, theft or destruction of the Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company
or, in the case of any such mutilation, on surrender and cancellation of such
Warrant, the Company at the Warrant Holder's expense will execute and deliver,
in lieu thereof, a new Warrant of like tenor.
11. Specific Enforcement; Consent to Jurisdiction and Choice of Law.
(a) The Company and the Warrant Holder acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Warrant were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of
this Warrant and to enforce specifically the terms and provisions hereof, this
being in addition to any other remedy to which either of them may be entitled by
law or equity.
(b) EACH OF THE COMPANY AND THE WARRANT HOLDER (I) HEREBY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN
NEW YORK COUNTY, NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS WARRANT AND (II) HEREBY WAIVES, AND AGREES
NOT TO ASSERT IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF THE SUIT,
ACTION OR PROCEEDING IS IMPROPER. EACH OF THE COMPANY AND THE WARRANT HOLDER
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT
UNDER THIS WARRANT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING IN THIS PARAGRAPH
SHALL AFFECT OR LIMIT ANY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW.
(c) THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO
SUCH STATE'S PRINCIPLES OF CONFLICT OF LAWS.
{FORM OF WARRANT 145K.DOC;1} -7-
12. Entire Agreement: Amendments.
This Warrant, the Exhibits hereto and the provisions contained in the
Agreement, the Rights Agreement and incorporated into this Warrant and the
Warrant Shares contain the entire understanding of the parties with respect to
the matters covered hereby and thereby and except as specifically set forth
herein and therein, neither the Company nor the Warrant Holder makes any
representation, warranty, covenant or undertaking with respect to such matters.
This Warrant and any term thereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.
13. Notices.
Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be effective (a) upon hand delivery or
delivery by telex (with correct answer back received), or upon transmittal by
telecopy or facsimile at the address or number designated below (if delivered on
a business day during normal business hours where such notice is to be
received), or the first business day following such delivery or transmittal (if
delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communications shall be:
If to the Company:
Elcom International, Inc.
00 Xxxxxx Xxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
Fax: (000) 000-0000
with a copy to:
Xxxxxx Halter & Xxxxxxxx LLP
0000 XxXxxxxx Investment Center
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
Attn: Xxxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
If to the Purchaser:
Cripple Creek Securities, LLC
c/o The Palladin Group
000 Xxxxxxxxx Xxx.
Maplewood, New Jersey 07040
{FORM OF WARRANT 145K.DOC;1} -8-
Attn: Xxxxxx X. Xxxxxxx
Fax: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxx
000 00xx Xxxxxx, X.X.
Washington, D.C. 20004
Attn: X. Xxxxxxxxx Xxxxxx, Esq.
Fax: (000) 000-0000
Either party hereto may from time to time change its address for notices under
this Section 13 by giving at least 10 days prior written notice of such changed
address to the other party hereto.
14. Miscellaneous.
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. The
headings in this Warrant are for purposes of reference only, and shall not limit
or otherwise affect any of the terms hereof. The invalidity or unenforceability
of any provision hereof shall in no way affect the validity or enforceability of
any other provisions.
15. Assignment.
This Warrant may not be assigned, by the Warrant Holder, in whole or in
part, without the prior written consent of the Company; provided, however, that
upon written notice to the Company, the Warrant Holder may assign this Warrant,
in whole or in part, to an Affiliate of the Warrant Holder without the Company's
consent. In either case, to effect a transfer of this Warrant, the Warrant
Holder shall submit this Warrant to the Company together with a duly executed
Assignment in substantially the form and substance of the Form of Assignment
which is attached to this Warrant as Exhibit B, and, upon the Company's receipt
hereof, and in any event, within three (3) business days thereafter, the Company
shall, at Warrant Holder's expense, issue a Warrant to the Warrant Holder to
evidence that portion of this Warrant, if any, as shall not have been so
transferred or assigned.
{FORM OF WARRANT 145K.DOC;1} -9-
Dated: December 3, 2001
ELCOM INTERNATIONAL, INC.
By:/s/ Xxxxx Xxxxxxx
Printed: Xxxxx Xxxxxxx
Title: Chief Financial Officer
Attest:
By:/s/ Xxxxx Xxxxxxx
Its: General Counsel
EXHIBIT A
_________
SUBSCRIPTION NOTICE
(FORM OF WARRANT EXERCISE)
(To be signed only on exercise of Warrant)
TO _______________
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant:
_____(A) for, and to purchase thereunder, _______________ shares of Common
Stock of Elcom International, Inc., a Delaware corporation (the
"Common Stock"), and herewith, or by wire transfer, makes payment
of $_____therefor; or
_____(B) in a "cashless" or "net-issue exercise" for, and to purchase
thereunder _______________ shares of Common Stock, and herewith
makes payment therefor with __________ Surrendered Warrant
Shares.
Tendered herewith is payment for all taxes payable upon exercise of
this Warrant, including transfer taxes, stamp taxes and other taxes.
The undersigned requests that the certificates for such shares be
issued in the name of, and
_____(A) delivered to ___________________, whose address is
_____________________; or
_____(B) electronically transmitted and credited to the account of
______________ undersigned's prime broker (Account No.
_______________) with Depository Trust Company through its
Deposit Withdrawal Agent Commission system.
Dated: _______________
______________
_______________________________
(Signature must conform to name of
holder as specified on the face of the
Warrant)
_______________________________
(Address)
Tax Identification Number: _____________
{FORM OF WARRANT 145K.DOC;1}
EXHIBIT B
_________
FORM OF ASSIGNMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto ______________ (the "Transferee") the right represented by the within
Warrant to purchase ____ shares of Common Stock of Elcom International, Inc., a
Delaware corporation, to which the within Warrant relates, and appoints
_________ Attorney to transfer such right on the books of Elcom International,
Inc., a Delaware corporation, with full power of substitution of premises.
Dated: _______________
__________________________________
(Signature must conform to name of
holder as specified on the face of the
Warrant)
__________________________________
(Address)
Signed in the presence of:
__________________________
The undersigned Transferee accepts the assignment and transfer of the right
represented by the within Warrant to purchase ______ shares of Common Stock of
Elcom International, Inc. and hereby agrees to be bound by the terms and
conditions of such Warrant.
__________________________________
Signature
__________________________________
(Address)
