Janney Montgomery Scott LLC
26 Broadway, 8th Floor
New York, New York 10084
May 12, 2000
Mr. Richard K. Laird
President and Chief Executive Officer
Relm Wireless Corporation
7505 Technology Drive
West Melbourne, Florida 32904
Dear Mr. Laird:
This letter will confirm our understanding concerning the investment
banking services that Janney Montgomery Scott LLC ("JMS") will render to Relm
Wireless Corporation ("Relm" or the "Company").
More specifically, JMS will advise and/or represent Relm commencing from
the date of this letter with regard to investment, merger, acquisition and
financing opportunities. Relm management will assist JMS and will cooperate with
JMS in analyzing data presented, facilitating management interviews and
scheduling facility visits.
In connection with our engagement, JMS shall purchase 166,153 Warrants (see
Exhibit A for terms of Warrants) at the aggregate purchase price of $100.00. JMS
may receive additional fees (as mutually agreed) in connection with these
ongoing investment banking services.
Relm will reimburse JMS for its accountable travel and other accountable
out-of-pocket expenses, which shall be pre-approved by the Company.
If the foregoing correctly states our mutual understanding, please sign the
enclosed copy of this letter and return it to the undersigned.
Sincerely yours,
JANNEY MONTGOMERY SCOTT LLC
By: /s/ William J. Barrett
----------------------
William J. Barrett
Senior Vice President
Accepted and Agreed to:
RELM WIRELESS CORPORATION
By: /s/ Richard K. Laird
--------------------
Richard K. Laird
President and Chief Executive Officer
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Exhibit A
Warrants to be issued to Janney Montgomery Scott LLC
Term: 5 years from the initial exercise date
Exercise Price: $3.25 per share of common stock
Exercise Provision: Each Warrant will entitle the holder to
purchase one share of common stock and
shall be exercisable at the earlier of (a)
the approval by shareholders at the next
annual meeting of shareholders of a
financing plan developed by the Company
and JMS, or (b) September 16, 2000.
Anti-Dilution: Similar to the anti-dilutive provisions
contained in the 8% Convertible
Subordinated Promissory Notes due December
31, 2004, issued by the Company in March,
2000 (the "Debentures").
Aggregate Purchase Price of
Warrants: $100.00
Registration Rights: The Company agrees to register the
Warrants and the common stock underlying
the Warrants at the Company's expense
concurrently with the registration of the
common stock underlying the Debentures and
maintain the effectiveness of such
registration for a period of two years
from the issuance date of the Warrants.
