EXHIBIT 10(q)
, 2002
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PERSONAL AND CONFIDENTIAL
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Relm Wireless Corporation
0000 Xxxxxxxxxx Xxxxx
Xxxx Xxxxxxxxx, XX 00000
Gentlemen:
This letter agreement ("Agreement") confirms the terms and conditions
of the exclusive engagement of Noble International Investments, Inc. ("Noble")
by Relm Wireless Corporation (the "Company") to render certain financial
advisory and investment banking services to the Company.
1. Services. Noble agrees to perform the following services:
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(a) We shall make arrangements for you to meet with our research
department with the prospects of initiating coverage of your Company pursuant to
the production of a research report;
(b) We shall assist the Company on market awareness of its stock by
setting up road shows with retail and institutional brokers and sponsoring the
Company at industry conferences;
(c) We shall advise the Company as to issues of capital formation
including but not limited to stock buybacks, splits, dividends, floating new
securities, representation at shareholder meetings and presentations to your
Board of Directors;
(d) We shall assist the Company, by acting as a solicitation agent to
the Company, to encourage the Company security holders to exercise their rights
to purchase units in the Company's rights offering (the "Rights Offering"), the
registration statement for which was declared effective by the Securities and
Exchange Commission on the date hereof.
2. Fees. The Company agrees to pay Noble for its services as follows: a
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Financial Advisory Fee (the "Advisory Fee") of $2,000.00 for each month during
the Term (as hereinafter defined) payable annually in advance by the Company to
Noble upon the closing of the Rights Offering. The Advisory Fee shall be paid in
cash. If after twelve (12) months, Noble meets or exceeds the standards of
performance on the services provided, the Advisory Fee will be $3,000.00 for
each month of the Additional Term (as hereinafter defined). The performance
standards will be mutually agreed upon and attached as Exhibit A to this
Agreement upon the closing of the Rights Offering.
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3. Term. The term of this Agreement shall commence on the date hereof and
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end on the first anniversary of the date hereof (the "Term"). This Agreement may
be renewed for an additional twelve (12) month term (the "Additional Term") upon
mutual written agreement of the parties hereto. This agreement may not be
terminated by either party without the prior written consent of the other party.
4. Matters Relating to Engagement. The Company acknowledges that Noble has
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been retained solely to provide the services set forth in this Agreement. In
rendering such services, Noble shall act as an independent contractor, and any
duties of Noble arising out of its engagement hereunder shall be owed solely to
the Company. The Company further acknowledges that Noble may perform certain of
the services described herein through one or more of its affiliates.
The Company acknowledges that Noble is a securities firm that is
engaged in securities trading and brokerage activities, as well as providing
investment banking and financial advisory services. The Company acknowledges and
agrees that in connection with the performance of Noble's services hereunder (or
any other services) that neither Noble nor any of its employees will be
providing the Company with legal, tax or accounting advice or guidance (and no
advice or guidance provided by Noble or its employees to the Company should be
construed as such) and that neither Noble nor its employees hold itself or
themselves out to be advisors as to legal, tax, accounting or regulatory matters
in any jurisdiction. The Company shall consult with its own legal, tax,
accounting and other advisors concerning all matters and advice rendered by
Noble to the Company and the Company shall be responsible for making its own
independent investigation and appraisal of the risks, benefits and suitability
of the advice and guidance given by Noble to the Company and the transactions
contemplated by this Agreement. Neither Noble nor its employees shall have any
responsibility or liability whatsoever to the Company or its affiliates with
respect thereto.
The Company recognizes and confirms that in performing its duties
pursuant to this Agreement, Noble will be using and relying on data, material,
and other information (the "Information") furnished by the Company, a strategic
partner or their respective employees and representatives. The Company will
cooperate with Noble and will furnish Noble with all Information concerning the
Company and any transaction or financing which Noble deems appropriate and will
provide Noble with access to the Company's officers, directors, employees,
independent accountants and legal counsel for the purpose of performing Noble's
obligations pursuant to this Agreement. The Company hereby agrees and represents
that all Information furnished to Noble pursuant to this Agreement shall be
accurate and complete in all material respects at the time provided, and that,
if the Information becomes materially inaccurate, incomplete or misleading
during the term of Noble's engagement hereunder, the Company shall promptly
advise Noble in writing. Accordingly, Noble assumes no responsibility for the
accuracy and completeness of the Information. In rendering its services, Noble
will be using and relying upon the Information without independent verification
evaluation thereof.
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Relm Advisory Letter
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5. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Florida without regard to the conflict
of laws provisions thereof.
6. No Brokers or Investment Bankers. The Company represents and warrants
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to Noble that there are no brokers, investment bankers, representatives or other
persons which have an interest in compensation due to Noble from any transaction
contemplated herein or which would otherwise be due any fee, commission or
remuneration upon consummation of any transaction or financing.
7. Authorization. The Company and Noble represent and warrant that each
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has all requisite power and authority, and all necessary authorizations, to
enter into and carry out the terms and provisions of this Agreement and the
execution, delivery and performance of this Agreement does not breach or
conflict with any agreement, document or instrument to which it is a party or
bound.
8. Miscellaneous. This Agreement constitutes the entire understanding and
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agreement between the Company and Noble with respect to the subject matter
hereof and supersedes all prior understanding or agreements between the parties
with respect thereto, whether oral or written, express or implied. Any
amendments or modifications must be executed in writing by both parties. This
Agreement and all rights, liabilities and obligations hereunder shall be binding
upon and inure to the benefit of each party's successors but may not be assigned
without the prior written approval of the other party. If any provision of this
Agreement shall be held or made invalid by a statute, rule, regulation, decision
of a tribunal or otherwise, the remainder of this Agreement shall not be
affected thereby and, to this extent, the provisions of this Agreement shall be
deemed to be severable. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument. The descriptive
headings of the sections of this Agreement are inserted for convenience only, do
not constitute a part of this Agreement and shall not affect in anyway the
meaning or interpretation of this Agreement.
Please confirm that the foregoing correctly sets forth our agreement by
signing below in the space provided and returning this Agreement to Noble for
execution, whereupon Noble will send the Company a fully executed original
hereof which shall constitute a binding agreement as of the date first above
written.
[SIGNATURES ON NEXT PAGE]
Thank you. We look forward to a successful and mutually
rewarding relationship.
NOBLE INTERNATIONAL INVESTMENTS, INC.
By:
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Nico X. Xxxxx, President
AGREED AND ACCEPTED:
RELM WIRELESS CORPORATION
By:
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Name:
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Title:
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