August 8, 2000
Board of Directors
Relm Wireless Corporation
7505 Technology Drive
West Melbourne FL 32904
Attention: Mr. Donald F. U. Goebert
Chairman of the Board
Re: Addendum to August 8, 2000 Letter Agreement
Gentlemen:
This letter ("Addendum") supplements our letter agreement between Relm Wireless
Corporation. ("Relm" or the "Company") and Janney Montgomery Scott LLC ("JMS")
dated August 8, 2000 ("Agreement"). Capitalized terms that are used but not
defined in the Addendum shall have the meanings ascribed in the Agreement.
Within an 18-month period from the date of the Agreement, should any company,
individual(s) or other entity ("Investor(s)") invest in, or enter into a letter
of intent or other contractual relationship to invest in, the Company, JMS shall
be paid a cash fee ("Investment Fee") by Relm at the closing as described below.
If the investment(s) are made in one or more installments, the said JMS cash fee
shall be paid within thirty (30) days after each such investment in the same
proportion which the investment bears to the total investment.
<TABLE>
<CAPTION>
Security Purchased Investment Fee
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<S> <C>
(a) Common stock, convertible preferred, convertible debentures
or debt with warrants 5% of investment
(b) Non-convertible debt or non-convertible preferred stock 2% of investment
(c) All other Mutual agreement
</TABLE>
<PAGE>
Relm Wireless Corporation
Page 2
The provisions of the Agreement are reaffirmed in their entirety, except as
expressly modified by this Addendum.
If the foregoing accurately states our mutual understanding, please sign the
enclosed copy of the Addendum and return it to JMS.
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/ Donald F. U. Goebert
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Donald F. U. Goebert
Chairman of the Board
