EXHIBIT 10.3









Exhibit 10.3



THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN,
NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION
THEREFROM. 




	 	 	 
	February 20, 2009

	 	Warrant to Purchase
	 

	 	Shares of Common Stock






ENVIRONMENTAL TECTONICS CORPORATION

COMMON STOCK WARRANT




     THIS CERTIFIES THAT, for value received, H.F. Lenfest, or his registered assigns (each, a
“Holder”), is entitled to purchase from Environmental Tectonics Corporation, a Pennsylvania
corporation (the “Company”), at any time or from time to time during the Exercise Period (as
hereinafter defined), the number of fully paid and nonassessable shares of the Company’s common
stock, par value $0.05 per share (the “Common Stock”), set forth in Section 1 hereof, at the
exercise price set forth in Section 2 hereof, subject to adjustment as provided herein. The term
“Warrant Shares”, as used herein, refers to the shares of Common Stock purchasable hereunder. This
Warrant has been issued pursuant to, and subject to the terms of, that certain Secured Promissory
Note, dated as of February 20, 2009, issued by the Company to the Holder (the “Note”). The term
“Warrants” means this Warrant and any warrants issued as a result of the transfer, exchange or
replacement of such warrants. Capitalized terms not otherwise defined herein shall have the
meanings given to such terms in the Note.



     This Warrant is subject to the following terms, provisions and conditions:



     1. Number of Shares. During the Exercise Period, the Holder shall be entitled to
purchase 143,885 shares of Common Stock; provided, however, that if (i) all principal, accrued
interest and all other amounts payable under the Note are not repaid in full on or before June 24,
2009, or (ii) the Shareholder Approval (as hereinafter defined) is not obtained by the Shareholder
Approval Date (as hereinafter defined), the Holder shall be entitled to purchase 719,424 shares of
Common Stock.



     2. Exercise Price. The exercise price (the “Exercise Price”) shall be a price per
share equal to $1.39; provided, however, that if (i) all principal, accrued interest and all other
amounts payable under the Note are not repaid in full on or before June 24, 2009, or (ii) the
Shareholder Approval is not obtained by the Shareholder Approval Date, the Exercise Price shall be
$0.69.




 









 








     3. Period of Exercise. This Warrant is exercisable at any time or from time to time
beginning on the date of issuance (the “Issue Date”) and ending at 5:00 p.m., Philadelphia,
Pennsylvania time on the seventh (7th) anniversary of the Issue Date (the “Exercise
Period”).




     4. Manner of Exercise; Issuance of Certificates; Payment for Shares. Subject to the
provisions hereof, this Warrant may be exercised by the Holder hereof, in whole or in part, by the
surrender of this Warrant, together with a completed exercise agreement in the form attached hereto
(the “Exercise Agreement”), to the Company during normal business hours on any business day at the
Company’s principal executive offices (or such other office or agency of the Company as it may
designate by notice to the Holder hereof), and upon payment to the Company in cash, by certified or
official bank check or by wire transfer for the account of the Company of the Exercise Price for
the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be
deemed to be issued to the Holder hereof or such Holder’s designee, as the record owner of such
shares, as of the close of business on the date on which this Warrant shall have been surrendered,
the completed Exercise Agreement shall have been delivered and payment shall have been made for
such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the
aggregate number of shares specified in the Exercise Agreement, shall be delivered to the Holder
hereof within fifteen (15) business days after this Warrant shall have been so exercised. The
certificates so delivered shall be in such denominations as may be requested by the Holder hereof
and shall be registered in the name of such Holder or such other name as shall be designated by
such Holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has
expired, the Company shall, at its expense, as soon as practicable after the date of exercise,
deliver to the Holder a new Warrant representing the number of shares with respect to which this
Warrant shall not then have been exercised.



     5. Certain Agreements of the Company. The Company hereby covenants and agrees as
follows:



          (a) Shares to be Fully Paid. All Warrant Shares will, upon issuance in accordance
with the terms of this Warrant, be validly issued, fully paid, and nonassessable and free from all
taxes, liens, and charges with respect to the issue thereof.



          (b) Reservation of Shares. During the Exercise Period, the Company shall at all times
have authorized, and reserved for the purpose of issuance upon exercise of this Warrant, a
sufficient number of shares of Common Stock to provide for the exercise in full of this Warrant.



          (c) Listing. The Company shall use its reasonable best efforts to secure the listing
of the Warrant Shares upon each securities exchange or automated quotation system, if any, upon
which shares of Common Stock are then listed (subject to official notice of issuance upon exercise
of this Warrant) and shall use its reasonable best efforts to maintain, so long as any other shares
of Common Stock shall be so listed, such listing of all Warrant Shares.



          (d) Certain Actions Prohibited. The Company will not, by amendment of its charter or
through any reorganization, transfer of assets, consolidation, merger, dissolution,




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issue or sale
of securities, or any other voluntary action, directly or indirectly, by operation of law or
otherwise, avoid or seek to avoid the observance or performance of any of the terms to be observed
or performed by it hereunder, but will at all times in good faith assist in the carrying out of all
the provisions of this Warrant and in the taking of all such action as may reasonably be requested
by the Holder of this Warrant in order to protect the exercise
privilege of the Holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of
this Warrant.



          (e) Successors and Assigns. This Warrant will be binding upon any entity succeeding
to the Company or its assets.



     6. Antidilution Provisions. During the Exercise Period, the Exercise Price and the
number of Warrant Shares shall be subject to adjustment from time to time as provided in this
Section 6. In the event that any adjustment of the Exercise Price as required herein results in a
fraction of a cent, such Exercise Price shall be rounded off to the nearest cent.



          (a) Sale of Securities Below Current Exercise Price. Except as otherwise provided in
Sections 6(b) and 6(d), if at any time the Company shall issue or, pursuant to the provisions
hereof, be deemed to have issued (other than as set forth in Section 6(a)(vi) hereof) any shares of
Common Stock, Convertible Securities (as hereinafter defined), Rights (as hereinafter defined) or
Related Rights (as hereinafter defined) (collectively, “Securities”) without consideration or for a
consideration per share less than the Exercise Price in effect immediately prior to the issuance of
such Securities, then the Exercise Price in effect immediately prior to each such issuance shall
forthwith be reduced to a price determined in accordance with the following formula:



EP2 = EP1 * (A + B) ÷ (A + C).




For purposes of the foregoing formula, the following definitions shall apply:




                                   (a) “EP2” shall mean the Exercise Price for the Common Stock in effect immediately
after such issuance of Securities;



                                   (b) “EP1” shall mean the Exercise Price of the Common Stock in effect immediately
prior to such issuance of Securities;



                                   (c) “A” shall mean the number of shares of Common Stock actually outstanding immediately prior
to such issuance of Securities (excluding shares of Common Stock issuable on conversion or exercise
of preferred stock, convertible promissory notes, options, warrants and other options to purchase
or rights to subscribe for such convertible or exchangeable securities);



                                   (d) “B” shall mean the number of additional shares of Common Stock that would have been issued
if such Securities had been issued at a price per share equal to EP1 (determined by
dividing the aggregate consideration received by the Company in respect of such issue by
EP1); and




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                                   (e) “C” shall mean the number of such Securities issued in such transaction.


For the purpose of this Section 6(a), the following definitions, procedures and exceptions shall be
applicable:








               (i) Rights. In the case of the issuance of options, warrants or other rights
to purchase or otherwise acquire shares of Common Stock, whether or not at the time
exercisable (collectively, “Rights”), the total number of shares of Common Stock issuable
upon exercise of such Rights shall be deemed to have been issued at the time such Rights are
issued, for a consideration equal to the sum of the consideration, if any, received by the
Company upon the issuance of such Rights and the minimum purchase or exercise price payable
upon the exercise of such Rights for the Common Stock to be issued upon the exercise
thereof; and the consideration per share shall be determined by dividing (i) the aggregate
consideration so received by and payable to the Company, by (ii) the number of shares of
Common Stock issuable upon exercise of such Rights.




               (ii) Convertible Securities and Related Rights. In the case of the issuance of
any class or series of stock or any bonds, debentures, notes or other securities or
obligations convertible into or exchangeable for Common Stock, whether or not then
convertible or exchangeable (collectively, “Convertible Securities”), or options, warrants
or other rights to purchase or otherwise acquire Convertible Securities (collectively,
“Related Rights”), the total number of shares of Common Stock issuable upon the conversion
or exchange of such Convertible Securities or exercise of such Related Rights shall be
deemed to have been issued at the time such Convertible Securities or Related Rights are
issued, for a consideration equal to the sum of (A) the consideration, if any, received by
the Company upon issuance of such Convertible Securities or Related Rights (excluding any
cash received on account of accrued interest or dividends) and (B)(1) in the case of
Convertible Securities, the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such Convertible Securities or (2) in the case of
Related Rights, the sum of (x) the minimum purchase or exercise price payable upon the
exercise of such Related Rights for Convertible Securities and (y) the minimum additional
consideration, if any, to be received by the Company upon the conversion or exchange of the
Convertible Securities issued upon the exercise of such Related Rights; and the
consideration per share shall be determined by dividing (i) the aggregate consideration so
received by and payable to the Company, by (ii) the number of shares of Common Stock
issuable upon conversion or exchange of such Convertible Securities or exercise of such
Related Rights.




               (iii) Changes. On any change in the number of shares of Common Stock issuable
upon the exercise of Rights or Related Rights or upon the conversion or exchange of
Convertible Securities or on any change in the minimum purchase or exercise price of Rights,
Related Rights or Convertible Securities, including, but not limited to, a change resulting
from the anti-dilution provisions of such Rights, Related Rights or Convertible Securities,
the Exercise Price to the extent in any way affected by such Rights, Related Rights or
Convertible Securities shall forthwith be readjusted to be




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thereafter the Exercise Price
that would have been obtained had the adjustment which was made upon the issuance of such
Rights, Related Rights or Convertible Securities been made after giving effect to such
change. No further adjustment shall be made in respect of such change upon the actual
issuance of Common Stock or any payment of consideration upon the exercise of such Rights or
Related Rights or the conversion or exchange of such Convertible Securities.




               (iv) Expiration or Cancellation. On the expiration or cancellation of any such
Rights, Related Rights or Convertible Securities, if the Exercise Price shall have been
adjusted upon the issuance thereof, the Exercise Price shall forthwith be readjusted to such
Exercise Price as would have been obtained had the adjustment made upon the issuance of such
Rights, Related Rights or Convertible Securities been made upon the basis of the issuance of
only the number of shares of Common Stock actually issued upon the exercise of such Rights
or Related Rights or the conversion or exchange of such Convertible Securities.




               (v) Cash. In the case of the issuance of such Securities for cash, the amount
of consideration received by the Company shall be deemed to be the amount of cash paid
therefor before deducting any reasonable discounts, commissions or other expenses paid or
incurred by the Company for any underwriting or otherwise in connection with the issuance
and sale thereof. In the case of the issuance of such Securities for consideration other
than cash, the amount of consideration received by the Company shall be determined in good
faith by the Company’s Board of Directors.




               (vi) Exceptions to Adjustment of Exercise Price. No adjustment to the Exercise
Price will be made (i) upon the exercise of any warrants, options or convertible securities
issued and outstanding on the Issue Date in accordance with the terms of such securities as
of such date; (ii) upon exercise of any stock or options which may hereafter be exercised
under any employee benefit plan of the Company now existing or to be implemented in the
future, so long as the issuance of such stock or options is approved by a majority of the
non-employee members of the Board of Directors of the Company or a majority of the members
of a committee of non-employee directors established for such purpose; (iii) upon exercise
of the Warrant; (iv) upon the issuance of securities in connection with any strategic
transaction that is approved by the Board of Directors of the Company, including the Holder
if then a director; or (v) upon the issuance of securities in connection with any financing
transaction with the Holder or any of his affiliates.




               (vii) Limitation on Additional Shares. Notwithstanding anything to the contrary
contained herein, so long as the Common Stock remains listed on AMEX, in no event will the
Company be obligated to issue a number of shares of Common Stock upon exercise of this
Warrant in excess of the maximum number of shares of Common Stock permissible under Section
713 of the Listing Standards, Policies and Requirements of the NYSE Alternext US Company
Guide in the event that the approval of the shareholders of the Company to the transaction
to which the issuance of this Warrant relates is then required under such Section 713 (or
any successor rule) unless such




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approval has been obtained; provided, however, that the
foregoing limitation shall not apply to any transaction referenced in Section 6(d)
hereof, and in the event of any such transaction the Company, its successor and any other
applicable party, as the case may be, shall be obligated to deliver, and the Holder shall be
entitled to receive, the appropriate consideration for this Warrant as described in
Section 6(d).



          (b) Subdivision or Combination of Common Stock. If the Company at any time subdivides
(by any stock split, stock dividend, recapitalization, reorganization,
reclassification or otherwise) the shares of Common Stock acquirable hereunder into a greater
number of shares, then, after the date of record for effecting such subdivision, the Exercise Price
in effect immediately prior to such subdivision will be proportionately reduced. If the Company at
any time combines (by reverse stock split, recapitalization, reorganization, reclassification or
otherwise) the shares of Common Stock acquirable hereunder into a smaller number of shares, then,
after the date of record for effecting such combination, the Exercise Price in effect immediately
prior to such combination will be proportionately increased.



          (c) Adjustment in Number of Shares. Upon each adjustment of the Exercise Price
pursuant to the provisions of this Section 6, the number of shares of Common Stock issuable upon
exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in
effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon
exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained
by the adjusted Exercise Price.



          (d) Consolidation, Merger or Sale. In case of any consolidation of the Company with,
or merger of the Company into any other company, or in case of any sale or conveyance of all or
substantially all of the assets of the Company other than in connection with a plan of complete
liquidation of the Company, then as a condition of such consolidation, merger or sale or
conveyance, adequate provision will be made whereby the Holder of this Warrant will have the right
to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock
immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock,
securities or assets as the Holder of the Warrant would have received had the Warrant been
exercised immediately prior to such consolidation, merger or sale or conveyance. In any such case,
the Company will make appropriate provision to insure that the provisions of this Section 6 hereof
will thereafter be applicable as nearly as may be in relation to any shares of stock or securities
thereafter deliverable upon the exercise of this Warrant. The Company will not effect any
consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor
or acquiring entity (if other than the Company) and, if an entity different from the successor or
acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the
Company are entitled to receive as a result of such consolidation, merger or sale or conveyance
assumes by written instrument the obligations of the Company under this Warrant (including under
this Section 6) and the obligations to deliver to the Holder of this Warrant such shares of stock,
securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to
acquire. This Section 6(d) shall apply to any successive consolidations, mergers, sales or
conveyances.




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          (e) Distribution of Assets. In case the Company shall declare or make any
distribution of its assets (including cash) to holders of Common Stock as a partial liquidating
dividend, by way of return of capital or otherwise, then, after the date of record for determining
stockholders entitled to such distribution, but prior to the date of distribution, the Holder of
this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the
shares of Common Stock subject hereto, to receive the amount of such assets which would have been
payable to the Holder had such Holder been the holder of such shares of Common Stock on the record
date for the determination of stockholders entitled to such distribution.





          (f) Notice of Adjustment. Upon the occurrence of any event which requires any
adjustment of the Exercise Price, then, and in each such case, the Company shall give notice
thereof to the Holder of this Warrant, which notice shall state the Exercise Price resulting from
such adjustment and the increase or decrease in the number of Warrant Shares purchasable at such
price upon exercise, setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. Such calculation shall be certified by the chief financial
officer of the Company.



          (g) Minimum Adjustment of Exercise Price. No adjustment of the Exercise Price shall
be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is
otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be
made at the time and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.



          (h) No Fractional Shares. No fractional shares of Common Stock are to be issued upon
the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any
fractional share which would otherwise be issuable in an amount equal to the same fraction of the
Market Price of a share of Common Stock on the date of such exercise.



          (i) Other Notices. In case at any time:




               (i) the Company shall declare any dividend upon the Common Stock payable in shares of
stock of any class or make any other distribution (including dividends or distributions
payable in cash out of retained earnings) to the holders of the Common Stock;




               (ii) there shall be any capital reorganization of the Company, or reclassification of
the Common Stock, or consolidation or merger of the Company with or into, or sale of all,
substantially all or a material portion of its assets to, another Company or entity; or




               (iii) there shall be a voluntary or involuntary dissolution, liquidation or winding-up
of the Company;


then, in each such case, the Company shall give to the Holder of this Warrant (a) notice of the
date on which the books of the Company shall close or a record shall be taken for determining the
holders of Common Stock entitled to receive any such dividend or distribution or for



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determining
the holders of Common Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in
the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation
thereof by the Company) when the same shall take place. Such notice shall also specify the date on
which the holders of Common Stock shall be entitled to receive such dividend, distribution, or
subscription rights or to exchange their Common Stock for stock or other securities or property
deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding-up, as the case may be. Such notice shall be
given at least ten (10) business days prior to the record date or the date on which the Company’s books are closed in
respect thereto. Failure to give any such notice or any defect therein shall not affect the
validity of the proceedings referred to in clauses (i), (ii) and (iii) above; provided that if
notice is not given in accordance with this Section 6(i), the Company will use its best efforts to
insure that the Holder of this Warrant shall nevertheless receive the same rights and benefits
received by other holders of securities of the Company from the proceedings referred to in clauses
(i), (ii) and (iii) above, unless the Holder of this Warrant chooses not to receive such rights and
benefits.




          (j) Certain Events. If any event occurs of the type contemplated by the adjustment
provisions of this Section 6 but not expressly provided for by such provisions, the Company will
give notice of such event as provided in Section 6(i) hereof, and the Company’s Board of Directors
will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock
acquirable upon exercise of this Warrant so that the rights of the Holder shall be neither enhanced
nor diminished by such event.



          (k) Certain Definitions.




               (i) “Shareholder Approval” means such time as the Company obtains the affirmative vote
of the shareholders of the Company for a new financing transaction with the Holder and the
restoration in full of the Holder’s voting rights on his preferred stock and common stock in
the Company.




               (ii) “Shareholder Approval Date” means 60 days following the date the Company and the
Holder enter into definitive agreements relating to a new financing transaction with the
Holder, which will include as a condition thereto, among other things, the restoration in
full of the Holder’s voting rights on his preferred stock and common stock in the Company;
provided, however, that such date shall be extended by 30 days if the SEC provides any
comments to the proxy statement that the Company is filing in connection with the
Shareholder Approval; provided, further, that in no event shall such date be later than June
24, 2009.



     7. Issue Tax. The issuance of certificates for Warrant Shares upon the exercise of
this Warrant shall be made without charge to the Holder of this Warrant or such shares for any
issuance tax or other costs in respect thereof.



     8. No Rights or Liabilities as a Shareholder. This Warrant shall not entitle the
Holder hereof to any voting rights, rights to dividends, or other rights as a shareholder of the




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Company. No provision of this Warrant, in the absence of affirmative action by the Holder hereof
to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the
Holder hereof, shall give rise to any liability of such Holder for the Exercise Price or as a
shareholder of the Company, whether such liability is asserted by the Company or by creditors of
the Company.



     9. Transfer, Exchange and Replacement of Warrant.



          (a) Restriction on Transfer. This Warrant and the rights granted to the Holder hereof
are transferable, in whole or in part, upon surrender of this Warrant, together with
a properly executed assignment in the form attached hereto, at the office or agency of the
Company referred to in Section 9(e) below; provided, however, that any transfer or assignment shall
be subject to the conditions set forth in Section 9(f). Notwithstanding the foregoing, this
Warrant, the shares of Common Stock issuable upon exercise hereof, and the rights granted hereunder
may not be transferred to a competitor of the Company or any Subsidiary or affiliate of the
Company.



          (b) Warrant Exchangeable for Different Denominations. This Warrant is exchangeable,
upon the surrender hereof by the Holder hereof at the office or agency of the Company referred to
in Section 9(e) below, for new Warrants of like tenor representing in the aggregate the right to
purchase the number of shares of Common Stock which may be purchased hereunder, each of such new
Warrants to represent the right to purchase such number of shares as shall be designated by the
Holder hereof at the time of such surrender.



          (c) Replacement of Warrant. Upon receipt of evidence of the loss, theft, destruction,
or mutilation of this Warrant and, in the case of any such loss, theft, or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company, or,
in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company,
at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.



          (d) Cancellation; Payment of Expenses. Upon the surrender of this Warrant in
connection with any transfer, exchange or replacement as provided in this Section 9, this Warrant
shall be promptly canceled by the Company. The Company shall pay all taxes (other than securities
transfer taxes) and all other expenses (other than legal expenses, if any, incurred by the Holder
or transferees) and charges payable in connection with the preparation, execution, and delivery of
Warrants pursuant to this Section 9.



          (e) Register. The Company shall maintain, at its principal executive offices (or such
other office or agency of the Company as it may designate by notice to the Holder hereof), a
register for this Warrant, in which the Company shall record the name and address of the person in
whose name this Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.



          (f) Exercise or Transfer Without Registration. If, at the time of the surrender of
this Warrant in connection with any exercise, transfer, or exchange of this Warrant,




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this Warrant
(or, in the case of any exercise, the Warrant Shares issuable hereunder), shall not be registered
under the Securities Act and under applicable state securities or blue sky laws, the Company may
require, as a condition of allowing such exercise, transfer, or exchange, that the Holder or
transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel
to the effect that such exercise, transfer, or exchange may be made without registration under the
Securities Act and under applicable state securities or blue sky laws; provided however, that no
legal opinion shall be required in connection with a transfer pursuant to Rule 144 under the
Securities Act unless in the opinion of counsel to the Company, such transfer does not comply with
the provisions of Rule 144. Notwithstanding the foregoing, the initial Holder of this Warrant, by
taking and holding the same, represents to the Company that
such Holder is acquiring this Warrant for investment and not with a present view to the
distribution thereof.



     10. Notices. Any notice which is required or provided to be given under this Warrant
shall be deemed to have been sufficiently given and received for all purposes when delivered by
hand, telecopy (if a copy of such confirmed telecopy transmission shall be contemporaneously sent
by first class mail), or nationally recognized overnight courier, or five days after being sent by
certified or registered mail, postage and charges prepaid, return receipt requested, to the
following addresses:



     If to the Company:


Environmental Tectonics Corporation

125 James Way

Southampton, PA 18966

Attention: Chief Financial Officer

Facsimile: (215) 357-4000




     With a copy to:


Klehr, Harrison, Harvey, Branzburg & Ellers LLP

260 S. Broad Street

Philadelphia, PA 19102

Attention: William Matthews, Esquire

Facsimile: (215) 568-6603




     If to a Holder hereof, at the address shown for such Holder on the books of the Company; or,
with respect to any party hereto, at any other address designated in writing by such party in
accordance with the provisions of this Section 10.



     11. Governing Law; Jurisdiction. This Warrant shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania applicable to agreements made and to
be performed in the Commonwealth of Pennsylvania (without regard to principles of conflict of
laws). The Company and the Holder hereof consent to the jurisdiction of the United States federal
courts and the state courts located in the Commonwealth of Pennsylvania with respect to any suit or
proceeding based on or arising under this Warrant or the transactions contemplated hereby and agree
that all claims in respect of such suit or proceeding may be determined in such courts. The
Company and the Holder hereof waive the defense of an inconvenient forum to the maintenance of such
suit or proceeding and agree that service of process upon a party mailed by first class mail shall
be deemed in every respect effective service of process upon the party in any such suit or
proceeding. Nothing herein shall affect either party’s right to serve process in any other manner
permitted by law.



     12. Miscellaneous.



          (a) Amendments. This Warrant and any provision hereof may only be amended by an
instrument in writing signed by the Company and the Holder.



          (b) Descriptive Headings. The descriptive headings of the several paragraphs of this
Warrant are inserted for purposes of reference only, and shall not affect the meaning or
construction of any of the provisions hereof.



[SIGNATURE PAGE FOLLOWS]





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     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized
officer.



	 	 	 	 	 
	 	ENVIRONMENTAL TECTONICS CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated as of February 20, 2009





 









 








FORM OF EXERCISE AGREEMENT




Dated: ________ __, 20__





	To:	 	 [Company]

[Address]





     The undersigned, pursuant to the provisions set forth in the Warrant attached hereto, hereby
agrees to purchase _________ shares of Common Stock covered by such Warrant, and makes payment
herewith in full therefor at the price per share provided by such Warrant in cash, by wire transfer
or by certified or official bank check in the amount of $________. Please issue a
certificate or certificates for such shares of Common Stock in the name of and pay any cash for any
fractional share to:





	 	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Signature:	 	 
	 

	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 

	 	Note:
	 	The above signature should correspond exactly
with the name on the face of the within Warrant.





and, if said number of shares of Common Stock shall not be all the shares purchasable under the
within Warrant, a new Warrant is to be issued in the name of said undersigned covering the balance
of the shares purchasable thereunder less any fraction of a share paid in cash.



 









 








FORM OF ASSIGNMENT




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all the rights of the
undersigned under the within Warrant, with respect to the number of shares of Common Stock covered
thereby set forth hereinbelow, to:



	 	 	 	 	 
	Name of Assignee	 	Address	 	No. of Shares
	 	 	 	 	 





, and hereby irrevocably constitutes and appoints                                                             
as agent and attorney-in-fact to transfer said Warrant on the books of the
within-named Company, with full power of substitution in the premises.



Dated:                                          __, 20__




In the presence of:




                                        




	 	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Signature:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Title of Signing Officer or Agent (if any):
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Note:
	 	The above signature should correspond exactly
with the name on the face of the within Warrant.