WARRANT CERTIFICATE - SCL/DGR/EXECUTION A
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT, (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT
(OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES),
OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY
TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.
No. W-100
Warrant Certificate
RELM WIRELESS CORPORATION
This warrant certificate certifies that Simmonds Capital Limited ("SCL"),
or its registered assigns, is the registered holder of Warrants representing the
right to purchase Three Hundred Thousand (300,000) shares (the "Underlying
Shares") of common stock, par value $.60 per share (the "Common Stock") of Relm
Wireless Corporation (the "Company") in accordance with the terms of that
certain Warrant Agreement dated May 12, 2000 between the Company and Simmonds
Capital Limited ("SCL") (the "Warrant Agreement"). The Warrants with respect to
the Underlying Shares expire on May 11, 2005 (the "Underlying Share Expiration
Date"). Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Warrant Agreement.
The Warrants shall be exercisable at the earlier of (i) the approval by the
shareholders of the Company, at the Annual Meeting of Shareholders to be held in
the year 2000, of a financing plan developed by the Company and Janney
Montgomery Scott LLC, and (ii) September 16, 2000 (the "Initial Exercise Date").
The Warrants entitle the registered holder, upon exercise from time to time from
9:00 a.m. New York City time on or after the Initial Exercise Date until 5:00
p.m. New York City time on the Underlying Share Expiration Date, to purchase
Underlying Shares at an exercise price per Underlying Share of $3.25 (the
"Underlying Share Purchase Price") in lawful money of the United States of
America upon surrender of this certificate and (i) delivery of a completed and
signed Subscription Form and payment of the Underlying Share Purchase Price, or
(ii) delivery of a completed and signed Cashless Exercise Form, all in
accordance with the terms of the Warrant Agreement. The Underlying Share
Purchase Price and the number of Underlying Shares issuable upon exercise of the
Warrants are subject to adjustment upon the occurrence of certain events set
forth in the Warrant Agreement.
The Warrants with respect to the Underlying Shares may not be exercised
after 5:00 p.m. on the Underlying Share Expiration Date, and, to the extent not
exercised by such time, the Warrants shall become void.
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This warrant certificate shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of laws
principles thereof. Any controversy or claim arising out of or relating to this
Warrant Certificate or the Warrant Agreement, or the breach thereof, shall be
settled by arbitration in the City, County and State of New York in accordance
with the Commercial Arbitration Rules of the American Arbitration Association as
supplemented by its Large Complex Case Procedures, and judgment upon the award
may be entered in any court having jurisdiction thereof. The prevailing party,
as determined by the arbitrators, shall be entitled to receive an award of its
reasonable attorneys' fees, costs and disbursements.
IN WITNESS WHEREOF, Relm Wireless Corporation has caused this warrant
certificate to be signed by its duly authorized officers.
Dated: May 12, 2000
RELM WIRELESS CORPORATION
By: /s/ Richard K. Laird
-------------------------------------
Name: Richard K. Laird
Title: President and Chief Executive Officer
By: /s/ William P. Kelly
------------------------------------------
Name: William P. Kelly
Title: Vice President and Chief Financial Officer
