EXHIBIT 4(g)
SUBSCRIPTION RIGHTS AGREEMENT
This Subscription Rights Agreement (the "Agreement"), made and entered
into as of this day of __________________, 2002, by and between RELM Wireless
Corporation, a Nevada corporation (the "Company"), and The American Stock
Transfer and Trust Company (the "Subscription Agent").
WHEREAS, the Company has filed a Registration Statement on Form S-1
(Registration No. 333-75512) (the "Registration Statement") with the Securities
and Exchange Commission (the "SEC") in connection with the proposed offering
(the "Rights Offering") of up to 2,500,000 Units (as hereafter defined) (subject
to an increase of an additional 500,000 Units for a total of up to 3,000,000
Units to directly reflect any re-pricing of Units) (the "Total Units Offered"),
each consisting of one share of the Company's common stock, $.60 par value per
share (the "Common Stock"), and one Common Stock Purchase Warrant (the
"Warrant"), for sale to holders of non-transferable subscription rights (the
"Rights"), which are to be issued to holders of outstanding shares of the
Company's common stock, warrants, options or conversion rights (collectively,
the "Equity Holders");
WHEREAS, the Subscription Agent presently serves as transfer agent and
registrar of the Company's Common Stock and will also serve as registrar for the
Rights and as transfer agent and registrar for the Units and the Warrants;
WHEREAS, the Company intends to issue to the Equity Holders one Right
(the "Basic Subscription Right") for each share of common stock, option, warrant
or conversion right (each an "Equity Position"), held on February 4, 2002 (the
"Record Date"), and intends (i) that the Rights will be exercisable to purchase
one unit (the "Unit") at a subscription price of $___ per Unit (the
"Subscription Price"), subject to pro rata reduction as a result of an
oversubscription, provided, however, that in the event the closing bid price for
the Common Stock on ________, 2002, the date the Rights expire (the "Expiration
Date") is less than $___, the Subscription Price shall be reduced to an amount
equal to 90% of the closing bid price of the Common Stock on the Expiration
Date, but in no event, less than $___ per Unit (a "Subscription Price
Re-Pricing"), (ii) that any Rights Holder who exercises all of their Basic
Subscription Rights may subscribe for additional Units pursuant to a limited
Over-Subscription Right (as defined herein), and (iii) that the Rights will be
evidenced by non-transferable certificates (the "Rights Certificates") in a form
satisfactory to the Subscription Agent and the Company;
WHEREAS, the Company desires to employ the Subscription Agent to act as
a subscription agent in connection with the Rights Offering, including, but not
limited to, the issuance and delivery of the Rights Certificates, and the
Subscription Agent is willing to act in such capacity:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the terms and
provisions of the Rights and the Rights Certificates and the respective rights
and obligations thereunder of the Company, the holders of Rights Certificates
and the Rights Agent, the parties agree as follows:
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Article I
APPOINTMENT OF SUBSCRIPTION AGENT
1.1 Appointment of Subscription Agent. The Company hereby appoints the
Subscription Agent to act as agent for the Company in accordance with the
instructions set forth in this Agreement, and the Subscription Agent hereby
accepts such appointment.
Article II
DELIVERY OF DOCUMENTS BY COMPANY
2.1 Delivery of Documents by Company. The Company will cause to be
timely delivered to the Subscription Agent sufficient copies of the following
documents for delivery to all intended recipients of the Rights (the "Rights
Offerees"):
(a) the final prospectus (the "Prospectus");
(b) blank Rights Certificates, including instructions for completion;
(c) instruction letters to Rights Offerees who are in jurisdictions
other than Excluded Jurisdictions (as defined below) and to Rights Offerees in
Excluded Jurisdictions (collectively, the "Rights Letters"); and
(d) a notice of guaranteed delivery (the "Notice of Guaranteed
Delivery").
2.2 Additional Documents to be Delivered by Company. The Company will
also deliver to the Subscription Agent:
(a) resolutions adopted by the Board of Directors of the Company in
connection with the Rights Offering, certified by the Secretary or Assistant
Secretary of the Company; and
(b) on or promptly following the Expiration Date (as defined below),
sufficient blank forms for the issuance of the Units, Warrants and Common Stock.
Article III
DETERMINATION OF RIGHTS OFFEREES AND RIGHTS
3.1 Determination of Rights Offerees. On or about the Record Date, the
Subscription Agent shall create and maintain, from the stock ledger and registry
it maintains in its capacities as transfer agent and registrar for the Common
Stock, a list of the names, addresses and taxpayer identification numbers of the
Rights Offerees and the number of Rights each such Rights Offeree is entitled to
receive in the Rights Offering (the "Rights Ledger"). With respect to the Common
Stock held of record by stock depositary trust companies, the Subscription Agent
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and the Company shall timely solicit and obtain a list containing similar
information with respect to the broker/dealers or banks for whom such companies
hold such stock as nominee. With respect to all other Equity Holders, on or
about the Record Date, the Company shall provide to the Subscription Agent a
list of the names, addresses and taxpayer identification numbers of such Rights
Offerees and the number of Rights all such Rights Offerees are entitled to
receive in the Rights Offering. The Rights Offerees shall be established as of
the close of business on the Record Date.
3.2 Determination of Rights. Each Rights Offeree shall receive one
Right for each one share of Common Stock, stock option or purchase warrant
exercisable to purchase the Company's Common Stock, or any of the Company's
convertible debt owned or held of record as of the Record Date. The Company will
not issue fractional Rights.
Article IV
MAILING OF SUBSCRIPTION DOCUMENTS BY SUBSCRIPTION AGENT
4.1 Mailing of Subscription Documents by Subscription Agent. Except as
provided in Section 4.2 below, upon the written advice of the Company, signed by
any of its duly authorized officers, after the date of effectiveness of the
Registration Statement, the Subscription Agent shall mail or cause to be mailed
to each Rights Offeree a Prospectus, a Rights Certificate, including
instructions for completion, a Rights Letter and a Notice of Guaranteed Delivery
(the "Subscription Documents"). Prior to mailing, the Subscription Agent, as
registrar for the Rights, will cause to be issued Rights Certificates in the
names of the Rights Offerees and for the number of Rights to which they are each
entitled, as determined in accordance with Section 3 above. The Subscription
Agent shall either manually sign or affix a duly authorized facsimile signature
on all Rights Certificates. The signatures of the officers of the Company on the
Rights Certificates shall be facsimile signatures. Immediately after the Rights
Certificates are mailed, the Subscription Agent shall execute and deliver to the
Company a certificate in the form of Exhibit A hereto.
4.2 Residents of Certain Jurisdictions. The Company is not registering
or otherwise qualifying its Units, Warrants and Common Stock for sale in Canada,
Arizona, Oregon and all other non-United States of America jurisdictions (the
"Excluded Jurisdictions") and Rights will not be offered to Rights Offerees
residing in the Excluded Jurisdictions. The Subscription Agent shall send a
Prospectus and the applicable Rights Letter to Rights Offerees whose addresses
are in the Excluded Jurisdictions, and these Rights Offerees who will not
receive any Rights Certificates to participate in the Rights Offering unless
they can demonstrate to the Subscription Agent that they reside in a
jurisdiction in which the Company has registered or otherwise qualified its
Units, Warrants and Common Stock for sale.
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Article V
SUBSCRIPTION PROCEDURE
5.1 Valid Exercise of Rights. For a valid exercise of Rights to occur,
the Subscription Agent must receive, by mail, hand delivery, or otherwise, prior
to 5:00 p.m., New York time, on the Expiration Date, the Rights Certificate
pertaining to such Rights, which has been properly completed and endorsed for
exercise, as provided in the instructions on the reverse side of the Rights
Certificate, and payment in full in U.S. Dollars of the Subscription Price for
the total number of Units subscribed pursuant to the Basic Subscription Right
and the Over-Subscription Right (as defined below), by check, bank check, money
order or other negotiable instrument payable to the order of "American Stock
Transfer and Trust Company, as Subscription Agent - RELM Wireless Corporation"
or by wire transfer pursuant to instructions provided by the Subscription Agent.
5.2 Subscription Price Re-Pricing. In the event that the Subscription
Price is reduced as a result of a Subscription Price Re-Pricing, unless an
oversubscription occurs, the subscribing Equity Holders will not receive a
refund for any Subscription Price paid for the Basic Subscription Right and
shall receive additional Units in the total amount equal to the total amount
paid by each Equity Holder for Basic Subscription Rights divided by the
Re-Priced Subscription Price, rounded down to the lowest whole number, with any
excess being refunded to the Equity Holder. In the event of a Subscription Price
Re-Pricing, the Total Units Offered shall be increased from 2,500,000 Units to
an amount equal to 2,500,000 multiplied by the sum of one plus the dollar amount
by which the Subscription Price is reduced (up to a maximum of $0.20) as a
result of the Subscription Price Re-Pricing of the 2,500,000 Units, but to an
amount no greater than 3,000,000 Units.
5.3 Depository Trust Company. In the case of Rights Offerees of Rights
that are held of record through the Depository Trust Company ("DTC"), exercises
of the Basic Subscription Right may be effected by instructing DTC to transfer
Rights from the DTC account of such Rights Offeree to the DTC account of the
Subscription Agent, together with payment of the Subscription Price for each
Unit subscribed for pursuant to the Basic Subscription Right and the
Over-Subscription Right, as applicable. Alternatively, a Rights Offeree may
exercise the Rights evidenced by the Rights Certificate by effecting compliance
with the procedures for guaranteed delivery set forth in Section 5.4 below.
5.4 Notice of Guaranteed Delivery. If a Rights Offeree wishes to
exercise Rights, but time will not permit such Rights Offeree to cause the
Rights Certificate evidencing such Rights to reach the Subscription Agent on or
prior to the Expiration Date, such Rights may nevertheless be exercised if all
of the following conditions are met (the "Guaranteed Delivery Procedures"): (a)
such Rights Offeree has caused payment in full of the Subscription Price for
each Unit being subscribed for pursuant to the Basic Subscription Right and the
Over-Subscription Right to be received by the Subscription Agent on or prior to
the Expiration Date; (b) the Subscription Agent receives, on or prior to the
Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"),
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substantially in the form provided with the Subscription Documents, from an
Eligible Institution, stating the name of the Rights Offeree, the number of
Rights held by the Rights Certificate or Rights Certificates held by such Rights
Offeree, the number of Units being subscribed for pursuant to the Basic
Subscription Right and the number of Units, if any, being subscribed for
pursuant to the Over-Subscription Right, and guaranteeing the delivery to the
Subscription Agent of the Rights Certificate evidencing such Rights at or prior
to 5:00 p.m., New York, New York, on the date three (3) business days following
the date of the Notice of Guaranteed Delivery; and (c) the properly completed
Rights Certificate(s) evidencing the Rights being exercised are received by the
Subscription Agent, or such Rights are transferred into the DTC account of the
Subscription Agent, at or prior to 5:00 p.m., New York, New York time, on the
date three (3) business days following the date of the Notice of Guaranteed
Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to
the Subscription Agent in the same manner as Rights Certificates at the
addresses set forth above, or may be transmitted to the Subscription Agent by
telegram or facsimile transmission (facsimile: ___________).
5.5 Deemed Exercises. If a Rights Offeree has not indicated the number
of Rights being exercised, or if the Subscription Price payment forwarded by
such Rights Offeree to the Subscription Agent is not sufficient to purchase the
number of Units subscribed for, the Rights Offeree will be deemed to have
exercised the Basic Subscription Right with respect to the maximum number of
Rights which may be exercised for the Subscription Price delivered to the
Subscription Agent and, to the extent that the Subscription Price payment
delivered by such Rights Offeree exceeds the Subscription Price multiplied by
the maximum number of Rights which may be exercised (the "Subscription Excess"),
the Rights Offeree will have been deemed to have exercised its Over-Subscription
Right to purchase, except as provided in Section 8.2, that number of Units equal
to the quotient obtained by dividing the Subscription Excess by the Subscription
Price, up to the maximum number of Units purchasable by such Rights Offeree. The
Subscription Agent, as soon as practicable after the exercise of the Rights,
shall mail to such Rights Offerees any portion of the Subscription Excess not
applied to the purchase of Units pursuant to the Over-Subscription Right,
without interest or deduction.
Article VI
DELIVERY OF UNIT CERTIFICATES AND STOCK AND WARRANT CERTIFICATES
6.1 Delivery of Unit Certificates. As soon as practicable after the
Expiration Date, the Subscription Agent shall mail certificates representing the
Units subscribed for by the holders of the Rights. The certificates shall be
mailed to the subscribers' address as shown on the reverse side of the Rights
Certificate or, if none, then as listed on the Subscription Agent's register
(except that the Subscription Agent shall comply with any ancillary written
delivery instructions provided by any subscriber as long as the jurisdiction
named for delivery is not an Excluded Jurisdiction). The mailing shall include a
notice setting forth any adjustment in the Subscription Price and the number of
Units acquired as a result of any adjustment, and any refund for any Basic
Subscription Rights and/or Over-Subscription Rights exercised that was not
filled. The Subscription Agent shall maintain a mail loss surety bond protecting
the Company and the Subscription Agent from loss or liability arising out of
non-receipt or non-delivery of such certificates.
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6.2 Delivery of Stock and Warrant Certificates. The Common Stock and
Warrants constituting a Unit are not separately transferable until _______, 2003
(the "Initial Exercise Date"), or such earlier date as may be determined by
Noble International Investments, Inc. (the "Underwriter") (the "Early Separation
Date") with at least ten days prior notice of such Early Separation Date (the
"Early Separation Date Notice"). Until the earlier of the Initial Exercise Date
or the Early Separation Date, the Common Stock and Warrants constituting a Unit
are transferable only by the transfer of the Unit Certificate. The Company shall
give the Early Separation Date Notice, if any, by filing a Form 8-K with the SEC
and issuing a press release announcing the Early Separation Date. On the earlier
of the Initial Exercise Date or the Early Separation Date (the "Separation
Date"), without any action required of the record holders of the Unit
Certificates, Company or other parties, the Unit Certificate shall automatically
be cancelled and, the record holder of such Units represented by such Unit
Certificates shall receive one share of Common Stock and one Common Stock
Purchase Warrant to purchase one share of the Company's Common Stock for each
Unit held. As soon after the Separation Date as is practicable, the Subscription
Agent shall mail or otherwise deliver to the record holders of the Unit
Certificate at the close of business on the Separation Date, at the record
holder's address as shown on the Unit register, a certificate or certificates
(registered in the name of such record holder) for the shares of Common Stock
and Warrants to which such record holder is entitled.
Article VII
FRACTIONAL UNITS AND SHARES
7.1 Fractional Units and Shares. No fractional Units will be issued by
the Company. A Rights Certificate may not be divided in such a manner as would
permit the holders to subscribe for a greater number of Units than the number
for which they would be entitled to subscribe under the original Rights
Certificate. Rights Offerees, such as banks, securities dealers and brokers, who
receive Rights as nominees for one or more beneficial owners shall be entitled
to exercise their Rights Certificates on behalf of the beneficial owners.
Article VIII
PRORATIONS FOR BASIC SUBSCRIPTION RIGHTS IF INSUFFICIENT UNITS AND EXERCISE OF
OVER SUBSCRIPTION RIGHTS
8.1 Prorating of Basic Subscription Right if Insufficient Units. If
there are insufficient Units to fill all Basic Subscription Rights, the Units
that are available will be allocated to all Rights Offerees subscribing for
Basic Subscription Rights on a pro rata basis in proportion to the total number
of Basic Subscription Rights exercised by all such Rights Offerees subscribing
for Basic Subscription Rights.
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8.2 Over-Subscription Right. If a Rights Offeree exercises his or her
Basic Subscription Right in full, the Rights Offeree may subscribe for
additional Units (the "Over-Subscription Right") at the Subscription Price. The
Subscription Agent shall determine the number of Units subscribed for pursuant
to the exercise of the Over-Subscription Right. If sufficient Units in excess of
all Units subscribed for pursuant to the exercise of Basic Subscription Rights
are available to satisfy all exercised Over-Subscription Rights, the
Subscription Agent shall fill all such exercised Over-Subscription Rights as and
to the same extent as if pursuant to the regular exercise of Basic Subscription
Rights. To the extent, however, that sufficient Units are not available to fill
all such exercised Over-Subscription Rights, the Units which are available to
fill exercised Over-Subscription Rights will be allocated among those exercising
Over-Subscription Rights on a pro rata basis in proportion to the total number
of Over-Subscription Rights exercised by all Rights Offerees exercising
Over-Subscription Rights. Those electing to exercise the Over-Subscription Right
must subscribe for such Units at the time of exercising the Basic Subscription
Rights. To exercise the Over-Subscription Right, the appropriate block on the
Rights Certificate form must be completed and payment in full for additional
Units must accompany the form and be submitted to the Subscription Agent at the
time the such Rights Offeree exercises the Basic Subscription Right.
8.3 Refund. In the event that any holder who exercises his or her Basic
Subscription Rights and/or Over-Subscription Rights does not receive the full
number of Units subscribed therefor, the Subscription Agent shall refund the
portion of the Subscription Price paid for the Units not received, without
interest, to such holder promptly after the Expiration Date.
Article IX
DEFECTIVE EXERCISE OF RIGHTS; LOST RIGHTS CERTIFICATES
9.1 Defective Exercise of Rights. The Company shall have the right to
reject any defective exercise of Rights or to waive any defect in exercise. If
the Company advises the Subscription Agent that the Company rejects any
defective exercise of Rights (except a failure to pay the full Subscription
Price with respect to such exercise), at the Company's request the Subscription
Agent shall as soon as practicable either (i) telephone the holder of such
Rights (at the telephone number on the reverse side of the Rights Certificate)
to explain the nature of the defect if the defect and the necessary correction
can be adequately explained by telephone and the holder can correct the defect
without possession of the Rights Certificates, or (ii) mail the Rights
Certificate to the holder, together with a letter explaining the nature of the
defect in exercise and how to correct the defect. If an exercise is not
defective except that there is a partial payment of the Subscription Price, the
Subscription Agent shall issue only the number of Units for which sufficient
payment has been made and seek additional payment for the remaining number of
Units for which the exercise of the underlying Rights had been attempted. Any
Rights Certificate with respect to which defects in exercise are not corrected
prior to 5:00 p.m., New York, New York time, on the Expiration Date, shall be
returned with any applicable tendered funds, to the holder of such Rights
Certificate.
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9.2 Lost Rights Certificates. If any Rights Certificate is alleged to
have been lost, stolen or destroyed, the Subscription Agent should follow the
same procedures followed for lost stock certificates representing shares of
Common Stock of the Company that the Company and the Subscription Agent in its
capacity as transfer agent for the Common Stock use, provided that such
procedure must be completed prior to the Expiration Date in order to be
effective.
Article X
PROOF OF AUTHORITY TO SIGN
10.1 Proof of Authority to Sign. The Subscription Agent need not
procure supporting legal papers, and is authorized to dispense with proof of
authority to sign (including any proof of appointment or authority to sign of
any fiduciary, custodian for a minor, or other person acting in a representative
capacity), and to dispense with the signatures of co-fiduciaries, in connection
with exercise of the Rights in the following cases:
(a) where the Rights Certificate is registered in the name of an
executor, administrator, trustee, custodian for a minor or other fiduciary, and
the subscription form thereof is executed by such executor, administrator,
trustee, custodian for a minor or other fiduciary, and the shares of Common
Stock and Warrants comprising the Units subscribed for are to be issued in the
name of the registered holder of the Rights Certificate, as appropriate;
(b) where the Rights Certificate is in the name of a corporation and
the subscription form thereof is executed by an officer of such corporation and
the shares of Common Stock and Warrants comprising the Units subscribed for are
to be issued in the name of such corporation;
(c) where the Rights Certificate is executed by a bank or broker as
agent for the registered holder of the Rights Certificate; provided that, the
shares of Common Stock and Warrants subscribed for are to be issued in the name
of the registered holder of the Rights Certificate.
Article XI
DEPOSIT OF FUNDS
11.1 Deposit of Funds. Any funds received by the Subscription Agent as
payments in connection with subscriptions for Units pursuant to the Rights
Offering shall be held in a non-interest-bearing account by Subscription Agent.
The Subscription Agent shall account to the Company for all funds held no later
then upon issuance of Units.
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Article XII
REPORTS
12.1 Reports. If requested by the Company, the Subscription Agent
shall notify ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ at the Company ((▇▇▇) ▇▇▇-▇▇▇▇) or his
designee, by telephone on or before 5:00 p.m., New York time, on each business
day during the period commencing with mailing of the Rights Certificates and
ending at the Expiration Date (and in the case of guaranteed delivering, ending
three (3) business days after the Expiration Date), which notice shall
thereafter be confirmed in writing, of (i) the number of Units validly
subscribed for, (ii) the number of Units subject to guaranteed delivery, (iii)
the number of Units for which defective subscriptions have been received and the
nature of such defects, (iv) the number of Units validly subscribed for pursuant
to the Over-Subscription Right, and (v) the amounts of collected and uncollected
funds in the subscription account established under this Agreement. At or before
5:00 p.m., New York time, on the first business day following the Expiration
Date, or upon the request from the Company from time to time thereafter, the
Subscription Agent shall certify in writing to the Company the cumulative totals
through the Expiration Date of all the information set forth in clauses (i)
through (v) above. At or before 5:00 p.m., New York time, on the first business
day following receipt from the Company of written instructions to mail the Units
subscribed for pursuant to the Rights, the Subscription Agent will execute and
deliver to the Company a certificate in the form of Exhibit B hereto. The
Subscription Agent shall also maintain and update a listing of holders who have
fully or partially exercised their Rights and holders who have not exercised
their Rights. The Subscription Agent shall provide the Company or their
designees with such information compiled by the Subscription Agent pursuant to
this Section 12 as any of them shall request from time to time by telephone or
telecopy. The Subscription Agent hereby represents, warrants and agrees that the
information contained in each notification referred to in this Section 12 shall
be accurate in all material respects. Any written notices provided to the
Company hereunder shall also be delivered to Noble International Investments,
Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Facsimile No.
(▇▇▇) ▇▇▇-▇▇▇▇, Attention: Investment Banking Department.
Article XIII
FUTURE INSTRUCTIONS
13.1 Future Instructions. With respect to notices or instructions to be
provided by the Company hereunder, the Subscription Agent may rely and act on
any written instruction signed by any one or more of the following authorized
officers or employees of the Company: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
Article XIV
PAYMENT OF EXPENSES
14.1 Payment of Expenses. The Company will pay the Subscription Agent
for its services under this Agreement in accordance with the fees listed on
Schedule I attached hereto, and will reimburse the Subscription Agent for all
reasonable and necessary expenses incurred by it in so acting.
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Article XV
COUNSEL
15.1 Counsel. The Subscription Agent may consult with counsel
satisfactory to it, which may be counsel to the Company, and the written advice
or opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by the
Subscription Agent hereunder in good faith and in accordance with such advice or
opinion of such counsel.
Article XVI
INDEMNIFICATION
16.1 Indemnification. The Company covenants and agrees to indemnify and
hold the Subscription Agent harmless against any costs, expenses (including
reasonable fees for legal counsel), losses or damages, which may be paid,
incurred or suffered by or to which the Subscription Agent may become subject,
arising from or out of, directly or indirectly, any claim or liability resulting
from its actions pursuant to this Agreement and for which the Subscription Agent
is not otherwise reimbursed under the mail loss surety bond; provided that such
covenant and agreement does not extend to such costs, expenses, losses and
damages incurred or suffered by the Subscription Agent as a result of, or
arising out of, any negligence, misconduct or bad faith of the Subscription
Agent or of any employees, agents or independent contractors used by the
Subscription Agent in connection with performance of its duties hereunder.
Article XVII
Miscellaneous
17.1 Notices. Unless otherwise provided herein, all reports, notices
and other communications required or permitted to be given hereunder shall be in
writing and delivered by hand or telecopy or by first class mail, postage
prepaid, as follows:
(a) If to the Company, to:
RELM Wireless Communications
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
With a copy to:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.A.
▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
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(b) If to the Subscription Agent, to:
American Stock Transfer and Trust Company
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
17.2 Amendments and Waivers. This Agreement may not be amended or
modified except by a written instrument or document which has been executed by
all of the parties hereto, and consented to by the Underwriter to the extent
that any such amendment or modification has an material adverse effect on the
rights of the Underwriter under any agreement between the Underwriter and the
Company, which consent shall not be unreasonably withheld or conditioned. Any
party hereto may waive any of its rights arising under this Agreement only by a
written instrument or document executed by such party, and any such waiver shall
not be construed as a waiver of any subsequent, or other, right of such party.
17.3 Invalidity. If one or more of the terms of this Agreement shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect the remaining terms
of this Agreement and this Agreement shall be construed as if such invalid,
illegal or unenforceable term or terms had never been contained herein.
17.4 Binding Effect and Assignments. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective legal
representatives, successors and permitted assigns; provided, however, that,
without the prior written consent of the Company, the Subscription Agent may not
assign any of its interests, rights or obligations arising out of this
Agreement.
17.5 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.
[Remainder of page intentionally left blank,
Signatures on next page]
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IN WITNESS WHEREOF, the undersigned have hereto set their hands as of
the date first written above.
RELM WIRELESS CORPORATION
------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇,
President and Chief Executive Officer
THE AMERICAN STOCK TRANSFER
AND TRUST COMPANY
------------------------------
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SCHEDULE I
FEES
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EXHIBIT A
AMERICAN STOCK TRANSFER
AND TRUST COMPANY
Subscription Document Certification
-----------------------------------
American Stock Transfer and Trust Company has acted as subscription
agent ("Subscription Agent") for RELM Wireless Corporation (the "Company") in
connection with the offering of rights to purchase the Company's units, (the
"Units") to holders of the Company's common stock, options, warrants and
convertible debt pursuant to the Prospectus dated _______, 2002.
The Subscription Agent hereby certifies that:
The Subscription Agent has mailed ________ Rights Certificates
to Rights Offerees of record on February 4, 2002, in accordance with
that certain Subscription Rights Agreement between the Subscription
Agent and the Company, dated________, 2002.
IN WITNESS WHEREOF, the Subscription Agent has caused this Subscription
Documentation Certificate to be signed manually or by facsimile, by one of its
officers and a facsimile of its corporate seal to be imported herein.
DATED:
AMERICAN STOCK TRANSFER & TRUST COMPANY ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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By:
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14
EXHIBIT B
AMERICAN STOCK TRANSFER
AND TRUST COMPANY
Subscription Rights Certification
American Stock Transfer and Trust Company has acted as subscription
agent ("Subscription Agent") for RELM Wireless Corporation (the "Company") in
connection with the offering of rights to purchase the Company's units, (the
"Units") to holders of the Company's common stock, options, warrants and
convertible debt pursuant to the Prospectus dated ________, 2002.
The Subscription Agent hereby certifies that:
___________ Units have been validly subscribed for and all
subscription documents and payments related thereto have been
received of which _____ represent Basic Subscription Rights
and _______ represent Over-Subscription Rights; and
___________ Units are subject to guaranteed delivery; and
___________ defective subscriptions have been received and the
nature of each defective subscription is attached hereto on
Schedule I; and
$__________ have been collected and are currently maintained
in the subscription account; and
$__________ remains uncollected, which amount consists of
$______for Basic Subscription Rights and $______ for
Over-Subscription Rights.
IN WITNESS WHEREOF, the Subscription Agent has caused this Subscription
Rights Certificate to be signed.
DATED:
AMERICAN STOCK TRANSFER & TRUST COMPANY ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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By:
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15