EX-10.(P) 2 0002.txt BANKING SERVICES AGREEMENT 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 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.