EXHIBIT 10.1
Form of Subscription Agreement, as Amended, and Accepted by the
Company on December 20, 2005
ELCOM INTERNATIONAL, INC.
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______________________
______________________
______________________
______________________
30 November 2005
Dear Sirs
SUBSCRIPTION OF _______ NEW COMMON SHARES OF $0.01 EACH ("SHARES") IN ELCOM
INTERNATIONAL, INC. AT 1.5P PER SHARE (THE "SUBSCRIPTION")
1 SUBSCRIPTION
1.1 In reliance upon the warranties, representations and covenants set forth in
paragraphs below, you have applied for the allotment and issue to you under
regulation S ("Regulation S") of the United States Securities Act of 1933,
as amended (the "US Securities Act") of _______ Shares (the "Subscription
Shares") in Elcom International, Inc. ("Elcom" or the "Company") at a price
of 1.5p per Subscription Share (the "Subscription Price") on and subject to
the terms set out in this letter.
1.2 The subscription for the Subscription Shares by you shall be made
conditional upon the admission ("Admission") of such shares to AIM, a
market operated by London Stock Exchange plc ("AIM"), becoming effective in
accordance with the rules for AIM ("AIM Rules") published by London Stock
Exchange.
1.3 The Subscription Shares will be issued credited as fully paid subject to
the terms and conditions of the certificate of incorporation and by-laws of
Elcom and the terms of this letter and on issue will rank pari passu in all
respects with the existing issued shares of common stock in the capital of
the Company.
1.4 You represent and warrant to us that in agreeing to subscribe for the
Subscription Shares you have relied only on publicly available information
relating to Elcom and that you have not relied on any warranty or
representation made by Elcom, or any of its directors, employees, agents or
advisers save for any given in this letter.
1.5 Application will be made no later than 30 November 2005 for the
Subscription Shares to be admitted to AIM. It is expected that Admission
will become effective on 1 December 2005.
1.6 You agree that, without us having any liability to you (other than, in
relation to ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ Investment Management Limited ("SWIM"), in
respect of payment of SWIM's costs and expenses pursuant to paragraph 7
below), we may, in our absolute discretion, exercise the right to terminate
the Subscription without consulting you. If Admission has not become
effective on or before 8.00 a.m. on 21 December 2005 your rights and
obligations hereunder will cease and determine at such time, and any moneys
transferred to SWIM pursuant to paragraph 3.1 in respect of the
Subscription will be returned to you, without interest, and no claims may
be made against us in respect thereof following receipt by you of such
monies in cleared funds.
1.7 In sending this subscription letter we are relying on your being either an
"investment professional" within the meaning of Article 19(5) of the
Financial Services and Markets ▇▇▇ ▇▇▇▇ (Financial Promotion) Order 2005 or
a company of a kind described in Article 49(2) of that Order or a person to
whom this subscription letter may otherwise be sent lawfully without
infringing the general restriction set out in section 21 of the Financial
Services and Markets ▇▇▇ ▇▇▇▇ ("FSMA"). It is further sent on the
understanding that you acknowledge for the purposes of FSMA that past
performance is not a guide to future performance.
2 CONFIRMATIONS
2.1 You confirm, represent, warrant and undertake with Elcom:
2.1.1 to subscribe for the Subscription Shares on the terms of this letter
and to pay the Subscription Price (which, in relation to SWIM, as to
L_____ shall be satisfied by the full and final release of the payment
obligations of Elcom to SWIM under the various loans and advances,
together with interest on the same, made by SWIM to Elcom);
2.1.2 that save as expressly provided in this letter, your obligations are
irrevocable and shall not be capable of rescission or termination by
you in any circumstances;
2.1.3 that you are not resident in Canada, Japan or Australia or a US
person (within the meaning of Regulation S) and are not acting for the
account or benefit of a US person (other than a distributor);
2.1.4 that you are entitled to subscribe for the Subscription Shares under
the laws of the United Kingdom which apply to you and that you have
fully observed such laws and complied with all necessary formalities;
2.1.5 that you are either an "investment professional" within the meaning
of Article 19(5) of the Financial Services and Markets ▇▇▇ ▇▇▇▇
(Financial Promotion) Order 2005 or a company of a kind described in
Article 49(2) of that Order or a person to whom this subscription
letter may otherwise be sent lawfully without infringing the general
restriction in section 21 of FSMA and either you will acquire, manage
or dispose of the Subscription Shares (as principal or agent) for the
purposes of your business and that you are purchasing under the
exemption provided by Regulation S;
2.1.6 that the Subscription Shares will not for a period of one year after
Admission be offered, resold, pledged or otherwise transferred by you
(a "relevant transaction") except: (i) in an offshore transaction
meeting the requirements of Rule 903 or Rule 904 of Regulation S, (ii)
pursuant to an effective registration statement under the US
Securities Act, or (iii) if the registration requirements of the US
Securities Act would otherwise apply to the relevant transaction,
pursuant to a relevant exemption from that Act and otherwise in
accordance with all applicable securities laws of the states of the
United States;
2.1.7 that you will notify any purchaser of the Subscription Shares from
you of the resale restrictions referred to in paragraph 2.1.6 above,
if then applicable;
2.1.8 that, in any proposed transfer of Subscription Shares by you (other
than pursuant to an effective registration statement), you acknowledge
that the transferee of the Subscription Shares may if so required in
order to ensure compliance with the US Securities Act, be obliged to
provide certifications and other documentation relating to the non-US
person status of such
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transferee and such other agreement and documentation as may be
reasonably required by the Company or its transfer agent;
2.1.9 that you acknowledge that the Subscription Shares will bear a
restrictive legend, unless the Company determines otherwise in
compliance with applicable US law; and
2.1.10 that you are not otherwise resident in any other territory in which
it is unlawful to make an offer to subscribe for Subscription Shares
or to reply to this letter.
2.2 You further represent, warrant and undertake to Elcom and acknowledge that:
2.2.1 you are aware of, and have complied with, any obligations you have
under the Criminal Justice ▇▇▇ ▇▇▇▇ and section 118 of FSMA, to the
extent applicable to you in relation to the Company and the
Subscription Shares;
2.2.2 you will be acquiring the Subscription Shares for your own account as
principal or for a discretionary account or accounts (as to which you
have the authority to make and do make the statements in this
subscription letter) for investment purposes only;
2.2.3 you agree to comply with any applicable rules and regulations of AIM
and the US securities and exchange commission; and
2.2.4 this subscription letter and the enclosed form of confirmation is,
and any contract which may be entered into between you and ourselves
pursuant hereto shall be, governed by and construed in accordance with
the laws of England and that you submit to the exclusive jurisdiction
of the English Courts as regards any claim, dispute or matter arising
out of or related to this subscription letter or such contract.
3 PAYMENT AND SETTLEMENT
3.1 You will be required to arrange payment of the balance of the Subscription
Price (not, in the case of SWIM, satisfied by the release of the payment
obligations of Elcom to SWIM under the loans referred to in paragraph
2.1.1) for value to the following account of SWIM by no later than the
close of business on the business day after the date of this letter:
Bank: Royal Bank of Scotland plc
Branch: London City Office
Sort Code: 15-10-00
Account No: ▇▇▇▇▇▇▇▇
A/C name: ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ Investment Management Limited
Ref: Elcom
Subject to Admission becoming effective no later than 8.00am on 21 December
2005 and delivery by the Company of the documents referred to in paragraph
3.2, SWIM is authorised by you to pay the monies due on account of the
Subscription Price for value to the account of Elcom Systems Limited at
National Westminster Bank plc, Slough branch, sort code 60-19-28, account
number ▇▇▇▇▇▇▇▇ not later than the business day after Admission. If, for
any reason, Admission has not become effective prior to 8.00am on 5
December 2005, the Subscription will not be effected and shall be
terminated and any monies paid in respect of the Subscription Shares will
be refunded, without interest, in accordance with paragraph 1.6.
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For the avoidance of doubt ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ Corporate Finance Limited
which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively as nominated adviser to Elcom for the
purposes of the AIM Rules to the Company and is not acting for any other
person in connection with the matters described in this document and will
not therefore be responsible to any other person for providing the
protections afforded to customers of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ Corporate Finance
Limited or advising in connection with the matters described in this
document.
3.2 There shall be delivered to Eversheds LLP of Senator House, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, against payment or satisfaction of the
Subscription Price, certified copies of the following documents:
3.2.1 minutes of a meeting of the board of directors of Elcom approving and
authorising execution of this letter on behalf of the Company and the
minutes of a meeting of the Board of Directors of the Company
appointing a committee of the Board "Committee" to authorise and
approve the form of new service agreements for Messrs ▇▇▇▇▇▇▇ and
Halnen and the limitation of the number of shares of Common Stock of
the Company that may be granted to any one person to 800,000 shares of
common stock of the Company during the period from one Annual Meeting
of Stockholders to the next Annual Meeting of Stockholders;
3.2.2 the new service agreements for Messrs ▇▇▇▇▇▇▇ and Halnen referred to
at paragraph 3.2.1, duly executed by the parties thereto in the agreed
form;
3.2.3 the accrued salary payment agreement for ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, duly
executed by the parties thereto in the agreed form (the "Accrued
Salary Agreement"); and
3.2.4 the resolutions by which section 2 of the bye-laws of the Company are
amended in the agreed form, duly approved and adopted.
3.3 A certificate or certificates in respect of the Subscription Shares issued
in certificated form for each of the account designations notified by you
prior to allotment will be delivered to you as soon as practicable after
Admission.
4 MONEY LAUNDERING
4.1 It is a term of the agreement evidenced by this subscription letter that,
to ensure compliance with the Money Laundering Regulations 2003, SWIM may,
in its absolute discretion, require verification of your identity to the
extent that you have not already provided the same. Pending the provision
to SWIM of evidence (if so requested) of identity, definitive certificates
for the Subscription Shares may be retained/delayed at our absolute
discretion. If within a reasonable time after a request for verification of
identity SWIM have not received satisfactory evidence, we may, in our
absolute discretion terminate your commitment in which event the monies
payable on acceptance of the allotment will, if paid, be returned without
interest to the account of the drawee bank from which they were originally
debited.
5 REPRESENTATIONS OF ELCOM
In consideration of the subscription for the Subscription Shares by you, the
Company represents, warrants and undertakes with you in the terms set forth
below:
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5.1 the Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all requisite
corporate power and authority to carry on its business as presently
conducted and as proposed to be conducted;
5.2 the authorised capital of the Company, as increased by the Annual General
Meeting of the Company held on 29 June 2005, consists currently (and will
consist immediately prior to Admission) of 500 million Shares 61,812,569 of
which are (and will be immediately prior to Admission) issued and
outstanding. All of the outstanding Shares have been duly authorised, are
fully paid and non-assessable and were issued in compliance with all
applicable federal and state securities laws. The Company holds 530,709
Shares in treasury;
5.3 all corporate actions to be taken by the Company's Board of Directors in
order to authorise the Company to execute this subscription letter and the
service agreements and accrued salary agreement referred to at paragraph
3.2 above have been validly taken. Each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
and ▇▇▇▇▇▇▇ ▇▇▇▇▇ have all necessary authority and power to take whatever
actions are necessary to approve and execute any documents associated with
the Admission. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ each
hold valid and binding powers of attorney for each other in regards to
matters necessary to complete the Admission;
5.4 Messrs. ▇▇▇▇▇▇▇ and ▇▇▇▇▇, as of this date, have each loaned the Company
$120,000 and the interest rates on these loans are 8%. The loans are
secured. ▇▇. ▇▇▇▇▇▇▇'▇ $120,000 loan plus accrued interest (which shall
cease to accrue from the date of Admission) will be repaid by the Company
following Admission. ▇▇. ▇▇▇▇▇'▇ loan of $120,000 plus accrued interest
(which shall cease to accrue from the date of Admission) will be converted
to Elcom common shares at a price of not less than the Subscription Price,
under Regulation D under the U.S Securities ▇▇▇ ▇▇▇▇, as soon as is
practicable after Admission and, in any event, within 30 days after
Admission;
5.5 in order to separate the Chairman of the Board function from the Chief
Executive function, following current corporate governance good practices
in the U.K. and to provide for a more strategic role for ▇▇. ▇▇▇▇▇▇▇, with
effect from Admission, ▇▇▇▇ ▇▇▇▇▇▇ will become the Company's President and
CEO, reporting to the Board of Directors or a committee thereof, and ▇▇.
▇▇▇▇▇▇▇ will continue as Chairman of the Board of the Company on a one day
per week commitment or equivalent hours (unless a requirement is approved
by the Board for more time);
5.6 with effect from Admission, ▇▇. ▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇▇ will enter into their
new service agreements;
5.7 the audited consolidated financial statements of the Company and its
subsidiaries for the year ended 31 December 2004 were prepared on a
historical cost convention in accordance with the requirements of all
relevant statutes and generally accepted accounting principals and
practices applicable or prevailing in the United States of America and
(except as disclosed or stated therein), gave a true and fair view of the
assets and liabilities of the Company and its subsidiaries at the relevant
balance sheet date and of their results and profits and changes in cash
flows for the financial period ended on such date;
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5.8 all announcements and information published by the Company through a
Regulatory Information Service (within the meaning of the AIM Rules) or
filed with the Securities and Exchange Commission ("Commission") since the
date of publication of the last audited accounts of the Company, were when
made and remain true and accurate and not misleading and all expressions of
opinion, intention and expectation contained therein were when made and
remain fair and honestly held by the Directors and were made on reasonable
grounds after due and careful inquiry;
5.9 save as disclosed in any announcements or information referred to in
paragraph 5.7 and 5.8 there has been no material adverse change in the
Company's financial position, business or prospects since the date of
publication of the last audited accounts of the Company;
5.10 the limit of 800,000 on the number of Incentive Stock Options that may be
granted to each employee between Annual General Meetings shall neither be
removed nor increased nor shall the Accrued Salary Agreement be varied or
amended without the prior approval of shareholders in general meeting (or
as required by law);
5.11 the issue of the Subscription Shares pursuant to this letter will not
exceed or infringe any borrowing limits, powers or restrictions of, or the
terms of any contract, agreement, security, obligation or commitment or
arrangement binding upon the Company or any of its properties, revenues or
assets, or result in the imposition or variation of any rights or
obligations of or in relation to the Company;
5.12 the Subscription Shares will be issued free of expenses together with all
rights attaching thereto and free and clear of all liens, charges and
encumbrances; and
5.13 save insofar as any matters that will be fully rectified by completion of
your subscription for the Subscription Shares and the receipt of the
monies, the Company has not taken any action, nor have any other steps been
taken or legal proceedings started or threatened against the Company for
its winding-up or dissolution, or for the Company to enter into any
arrangement or composition for the benefit of creditors, or for the
appointment of a receiver and/or manager, trustee or similar officer of the
Company in any jurisdiction or of its interests, properties, revenues or
assets and no distress, execution or other similar process has been
commenced or undertaken in respect of the Company in any jurisdiction.
6. DEMAND REGISTRATION
6.1 If the Company shall receive at any time after the expiry of six months
after Admission, a written request from a holder of any Registrable Shares
(as defined below) that the Company file a registration statement under the
U.S. Securities Act covering the registration of at least twenty-five
percent (25%) of the Registrable Shares (as defined below) then outstanding
(a "Demand Registration"), then the Company shall, subject to the
limitations of paragraph 6.2, effect as soon as reasonably practicable the
registration under the U.S. Securities Act of all of the Registrable Shares
which such shareholder requests to be registered. For purposes of this
paragraph 6, "Registrable Shares" means (i)
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the Subscription Shares issued hereunder, (ii) any additional Shares
acquired by such shareholder, and (iii) any Shares issued as a dividend or
other distribution with respect to or in exchange for or in replacement of
the Shares referenced in (i) and (ii) above; provided however, that
Registrable Shares shall not include any Shares that have been sold to the
public either pursuant to a registration statement or an exemption from
registration under the U.S. Securities Act (including Rule 144), that have
been sold in a private transaction in which the transferor's rights
hereunder are not assigned or that may then be sold by the shareholder in a
single transaction pursuant to Rule 144(k).
6.2 If the Company determines in good faith that the Company has insufficient
capital to affect a Demand Registration or, based upon the advice of
counsel, that the use of a Demand Registration would result in a disclosure
of information that would materially and adversely affect any proposed or
pending material acquisition, merger, business combination or other
material transaction involving the Company and that such disclosure is not
in the best interests of the Company and its stockholders, the Company
shall have the right (i) to postpone (or, if necessary or advisable,
withdraw) the filing, or delay the effectiveness, of a registration
statement relating to the Demand Registration (the "Registration
Statement"), (ii) to fail to keep such Registration Statement continuously
effective and (iii) not to amend or supplement the Registration Statement
or included prospectus after the effectiveness of the Registration
Statement; provided that the actions under (i), (ii), or (iii) shall not
exceed 90 days. The Company shall advise you of any such determination as
promptly as practicable.
6.3 The Company may include in any registration requested pursuant to paragraph
6.1 hereof other securities for sale for its own account or for the account
of another person, provided that such inclusion shall not affect the number
or price of Registrable Shares that can be sold in the related offering. In
addition, the Company shall have the right to register any other shares it
deems necessary, for example, shares underlying stock options. If at
anytime the Company proposes to file a registration statement under the
U.S. Securities Act with respect to a public offering of its common stock
for its own account (other than a registration statement (i) on Form S-8 or
any successor form thereto, (ii) filed solely in connection with a dividend
reinvestment plan or employee benefit plan covering officers or directors
of the Company or (iii) on Form S-4 or any successor form thereto in
connection with a merger, acquisition, exchange offer or similar
transaction) or for the account of any other holder of common stock of the
Company, then the Company shall provide you written notice of such proposed
offering at least 30 days before the anticipated filing date and shall
register for resale all or any portion of your Registrable Shares as you so
desire, on the same terms and conditions as the offering by the Company or
other stockholder (a "Piggyback Registration"); provided that the Company
shall have the right to postpone or withdraw any registration effected
pursuant to this Section 6.3 without obligation to you. If the registration
for which the Company gives notice pursuant to this Section 6.3 is a
registered public offering involving an underwriting, (x) your right to
include Registrable Shares in such registration pursuant to this Section
6.3 shall be conditioned upon your participation in such underwriting on
the terms set forth herein and (y) you and all other shareholders 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 shareholder 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. If the managing underwriter
advises the Company in writing
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that marketing factors require a limitation on the number of shares to be
underwritten, the shares held by you and other such shareholders shall be
excluded from such registration statement and underwriting to the extent
deemed advisable by the managing underwriter.
6.4 Any request for a Demand or Piggyback Registration under this paragraph 6,
may be withdrawn without such Registration being deemed to have been
effected (and, therefore, requested) for purposes of this paragraph 6, (i)
prior to the time the Registration Statement in respect of such Demand
Registration or Piggyback Registration has been declared effective, (ii)
upon the issuance by a governmental agency or the Commission of a stop
order, injunction or other order which interferes with such Demand
Registration or Piggyback Registration or (iii) upon the Company availing
itself of paragraph 6.2 hereof. Notwithstanding the foregoing, a Demand
Registration requested by such holders of Registrable Shares shall be
deemed to have been effected (and, therefore, requested) for purposes of
paragraph 6 hereof if the holders of Registrable Shares withdraw any Demand
Registration request pursuant to paragraph 6.1 hereof after the Commission
filing fee is paid in full with respect to all Registrable Shares requested
to be registered.
6.5 The Company is obligated to effect only two Demand Registrations pursuant
to this Section 6. You shall be entitled to an unlimited number of
Piggyback Registrations.
6.6 The Company shall bear the expenses related to the performance of its
obligations under this paragraph 6. Each holder of Registrable Shares shall
bear its pro rata portion of underwriters' discounts, each holder's
individual legal costs and commissions and transfer taxes, if any, relating
to the Registrable Shares.
6.7 In the event the Registrable Securities are included in a registration
statement pursuant to this Section 6, to the extent permitted by law, the
Company will indemnify and hold harmless you, and each of your affiliates,
directors, officers, or partners against any losses, claims, damages,
liabilities, judgments, costs (including costs of investigation and
reasonable attorneys' fees) and expenses ("Losses") incurred, arising out
of or based upon (i) any untrue or alleged untrue statement of a material
fact contained in the registration statement (including in any prospectus
contained therein), (ii) any omission or alleged omission to therein 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 U.S. Securities Act of 1933 or the U.S.
Securities Exchange Act of 1934, or any rule or regulation promulgated
thereunder; provided, however, the Company shall not be liable to the
extent that any such Losses arises out of or based upon untrue statements,
omissions or violations resulting from information provided in writing to
the Company by you expressly for use in any such registration statement.
7. The reasonable costs and expenses incurred by SWIM in relation to its
subscription for the Subscription Shares, including its legal costs shall
be borne by the Company and SWIM is authorised in that connection to deduct
such costs and expenses out of the subscription monies, which are to be
transmitted to SWIM's account pursuant to paragraph 3.1, in the amount
notified and approved by us prior to Admission. To the extent not otherwise
deducted as aforesaid, such costs and expenses shall in any event be
payable in full within seven days of written demand.
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Yours faithfully
for and or behalf of
ELCOM INTERNATIONAL, INC.
Accepted on December 20, 2005
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ELCOM INTERNATIONAL, INC.
▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
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______________________
______________________
______________________
______________________
____ December 2005
Dear Sirs
SIDE LETTER PURSUANT TO A SUBSCRIPTION LETTER (THE "SWIM SUBSCRIPTION LETTER")
DATED 30 NOVEMBER 2005 RELATING TO THE SUBSCRIPTION OF NEW COMMON SHARES OF
$0.01 EACH ("SHARES") IN ELCOM INTERNATIONAL, INC. ("ELCOM") AT 1.5P PER SHARE
(THE "SUBSCRIPTION")
1 All terms defined in the SWIM Subscription Letter shall have the same
meaning in this letter unless the context otherwise require.
2 In relation to the Subscription pursuant to the SWIM Subscription Letter,
SWIM and Elcom agree that an additional L1,400.07 of the Subscription Price
payable by SWIM to Elcom shall (when taken together with the sum set out in
paragraph 2.1.1 of the SWIM Subscription Letter) be satisfied by the full
and final release of the payment obligations of Elcom to SWIM (or any
related fund or entity) under certain loans and advances made by SWIM to
Elcom (or any related fund or entity), as evidenced by the promissory notes
issued by Elcom in relation to the same.
3 Immediately upon receipt by Elcom of the Subscription monies, Elcom shall
repay to SWIM L230,000 plus accrued interest, in repayment of certain
outstanding loans made by SWIM (or any related fund or entity) to Elcom, as
evidenced by the promissory notes issued by Elcom in relation to the same,.
Immediately upon receipt of such monies by SWIM, all promissory notes
(including the promissory notes repaid and cancelled pursuant to paragraph
2 above) issued by Elcom to SWIM (or any related fund or entity) shall be
deemed repaid and cancelled and SWIM shall, as soon as reasonably
practicable thereafter, return (or procure the return of) each such repaid
and cancelled promissory note to Elcom.
4 This letter shall be governed by English law under the exclusive
jurisdiction of the English courts.
Yours faithfully
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for and or behalf of
ELCOM INTERNATIONAL, INC.
Accepted on December 20, 2005
Acknowledged and agreed by:
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for and or behalf of
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Dated: December 2005
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FORM OF CONFIRMATION
To:
The Directors
Elcom International, Inc.
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Dear Sirs
SUBSCRIPTION OF _______ NEW COMMON SHARES OF $0.01 EACH IN ELCOM INTERNATIONAL,
INC. AT 1.5P PER SHARE (THE "SUBSCRIPTION SHARES")
We hereby irrevocably undertake and agree to subscribe for the Subscription
Shares on the terms and conditions set out in your letter of [_______] November
2005 (the "Subscription Letter") the terms and conditions of which, and the
defined terms used therein, are, by reference, incorporated into this form of
confirmation.
In particular (but without limitation) we confirm that in agreeing to subscribe
for the Subscription Shares we have relied only on publicly available
information relating to Elcom and that we have not relied on any warranty or
representation made by Elcom, or any of its directors, employees, agents or
advisers save for any given in the Subscription Letter. We confirm that in
applying for the Subscription Shares we are able to give the confirmations,
undertakings, representations and warranties set out in the Subscription Letter.
We also confirm that we have obtained all necessary consents to enable us to
subscribe for the Subscription Shares and to perform our obligations specified
in the Subscription Letter. We confirm that we will provide you with such
information as you may require in order to comply with your obligations under
the Money Laundering Regulations 2003.
Yours faithfully
-------------------------------------
for and or behalf of
Dated: 2005
-----------------
The registration details for the Subscription Shares are set out below:
Registered name: _______________________________________________________________
Registered address: ____________________________________________________________
____________________________________________________________
11
