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Exhibit 10.1
8% CONVERTIBLE PROMISSORY NOTE
£_______________
September ____, 2005
FOR VALUE RECEIVED,
the adequacy of which is hereby acknowledged,
the undersigned,
ELCOM INTERNATIONAL,
INC., a Delaware
corporation,
whose principal address is 10 Oceana Way, Norwood,
Massachusetts
02062 ("Maker"),
promises
to
pay
to
________________________________________________________________,
a
_________________________________________________________,
whose
principal
address
is
_________________________________________________________________
("Payee"),
the
entire
aggregate
principal
amount
of
__________________________________________,
pursuant
to the terms and
conditions
contained
herein,
together with interest thereon at the rate hereinafter provided, in
accordance with the following.
1.
Principal and Interest
.
The principal
amount of this Note and all interest
accrued thereon shall be due
and payable upon written
demand by Payee in one
installment
within five business days after Maker notifies Payee
that it has adequate
funds to repay this note (the
"Maturity
Date").
Interest on the
principal
amount of this
Note shall accrue at the rate of Eight Percent
(8.0%) per annum
commencing
as of the date hereof and
continuing
until all
principal
and accrued
interest
owing under this Note is paid in full.
Interest
shall be
calculated
upon a year of 360 days for the actual number of days elapsed.
2.
Payment
.
In the event this Note is not
converted
pursuant to
Section 3,
all principal and all accrued
interest due
hereunder
shall be payable on the Maturity
Date in sterling
(or by Maker's
check
payable in such
money) to Payee in person or at
Payee's
address
(as given
above) or at such
other
place as Payee or any other
holder of this Note may
designate
in writing to Maker.
Alternatively,
Payee may
designate a bank
account into
which
Maker
shall wire
transfer
payments of
principal
and
interest.
To the extent
payment
becomes due and
payable
under this Note on a day which is not a business
day, such payment is and shall be due and payable on the
next succeeding business day.
3.
Optional Conversion
.
(a)
Optional
Conversion
.
The
outstanding
principal on this Note and all interest
accrued thereon shall be
converted at the option of the Payee into shares of common stock,
par value $.01 per share
("Common
Stock"),
at
the same per share purchase price of the Common Stock in the AIM
Financing (as defined
below).
For clarity,
upon
conversion of this Note pursuant to this
subsection
3(a), this Note shall be converted into that number of shares
of Common Stock equal to the quotient
obtained by dividing
(i) the sum of the outstanding
principal on this Note
and all Accrued
Interest by (ii) the per share purchase
price of the Common Stock sold in the AIM Financing.
The
term "AIM
Financing" as used herein shall refer to the sale by Maker of
Common Stock in a single
transaction or a
series of related
transactions,
to non-U.S.
persons outside the U.S.
pursuant to Regulation S promulgated under
the Securities Act of 1933, as amended (the "Securities Act").
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(b)
Fractional
Shares
.
Maker
shall not be
required
to issue
fractional
shares of Common
Stock upon the
conversion
of this Note.
If Payee
would be
entitled,
upon the
exercise
of any rights
evidenced
hereby,
to
receive a fractional
interest in a share of Common Stock,
in lieu thereof Payee shall be entitled to receive from
Maker an amount in cash equal to that portion attributable
