Exhibit








EXHIBIT 4.6


VICON INDUSTRIES, INC.
 
UP TO 9,348,388 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE
RIGHTS TO SUBSCRIBE FOR SUCH SHARES
 
BENEFICIAL OWNER ELECTION FORM


I (We), the undersigned, acknowledge receipt of your letter and the enclosed materials relating to the offering of shares of common stock, par value $0.01 per share (the “Shares”) of VICON INDUSTRIES, INC. (the “Company”), issuable upon the exercise of subscription rights (“Subscription Rights”).


In this form, I (we) instruct you whether to exercise Subscription Rights to purchase Shares distributed with respect to the common stock, par value $0.01 per share, of the Company held by you for my (our) account, pursuant to the terms and subject to the conditions set forth in the Prospectus dated [•], 2017. 


I (we) hereby instruct you as follows:
 
(CHECK THE APPLICABLE BOXES AND PROVIDE ALL REQUIRED INFORMATION)


	
																					
	BOX 1.
	o
	Please do not exercise Subscription Rights for me (us).

	BOX 2.
	o
	Please exercise Subscription Rights for me (us) and purchase Shares as set forth below:

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	NUMBER OF SHARES
OF COMMON STOCK
	 
	 
	 
	  
	 
	SUBSCRIPTION
PRICE
	 
	 
	 
	  
	 
	 
	 
	PAYMENT
	 

	Basic subscription Right
	 
	 
	 
	 
	 
	 
	X
	$
	[•]
	 
	 
	 
	=
	 
	 
	 
	$
	 








IF YOU HAVE FULLY EXERCISED YOUR BASIC SUBSCRIPTION RIGHT ABOVE and you wish to purchase additional Shares, subject to availability and the conditions and limitations described in the Prospectus, please so indicate by completing the additional required information:


	
																			
	 
	 
	 
	NUMBER OF SHARES
OF COMMON STOCK
	 
	 
	 
	  
	 
	SUBSCRIPTION
PRICE
	 
	 
	 
	  
	 
	 
	 
	PAYMENT
	 

	Over subscription Right
	 
	 
	 
	 
	 
	 
	X
	$
	[•]
	 
	 
	 
	=
	 
	 
	 
	$
	 






TOTAL SUBSCRIPTION PAYMENT REQUIRED:
	
													
	 
	 
	 
	$
	 
	+
	 
	$
	 
	=
	 
	$
	 

	  
	 
	 
	(Basic Subscription
Right Payment)
	 
	 
	 
	(Oversubscription
Right Payment)
	 
	 
	 
	(Total required
payment)
	 






	
					
	 
	 
	FORM OF PAYMENT:

	  
	 
	 
	o
	Payment in the following amount is enclosed: $__________.

	  
	o
	Please deduct payment of $__________ from my (our) following account maintained by you:






	
							
	 
	 
	  
	 
	_________________________________
(Type of Account)
	 
	_________________________________
(Account Number)




 











I (we) on my (our) own behalf, or on behalf of any person(s) on whose behalf, or under whose directions, I am (we are) signing this form:


	
			
	 
	Ÿ
	Acknowledge receipt of the Prospectus and irrevocably elect to purchase the number of Shares indicated above upon the terms and conditions specified in the Prospectus; and






	
			
	 
	Ÿ
	Agree that if I (we) fail to pay for the Shares that I (we) have elected to purchase, you may exercise any remedies available to you under the law.






	
					
	 
	 
	 
	 
	 

	Name of beneficial owner(s):
	 
	____________________________
	 
	 

	  
	 
	  

	Signature of beneficial owner(s):
	 
	 

	  
	 
	____________________________
	 
	  

	 
	 
	 
	 
	 




If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or in any other fiduciary or representative capacity, please provide the following information:
	
					
	 
	 
	 
	 
	 

	Name:
	 
	__________________________________
  
	 
	  

	Capacity:
	 
	__________________________________
  
	 
	  

	Address:
	 
	__________________________________
  
__________________________________
  
__________________________________  
	 
	  

	Telephone No.:
	 
	__________________________________