-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MR6kL4YnIkTj4oXhnRheL/2klw55u5UvUYdgEH6ZzUz+1azH+fnaaub/5s9ZdYIf XIqtgk/7WxRJ1cxreUjaUA== 0001005477-04-000593.txt : 20040206 0001005477-04-000593.hdr.sgml : 20040206 20040206145129 ACCESSION NUMBER: 0001005477-04-000593 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RELM WIRELESS CORP CENTRAL INDEX KEY: 0000002186 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 593486297 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10240 FILM NUMBER: 04573727 BUSINESS ADDRESS: STREET 1: 7100 TECHNOLOGY DRIVE CITY: WEST MELBOURNE STATE: FL ZIP: 32904 BUSINESS PHONE: 321-984-1414 MAIL ADDRESS: STREET 1: 7100 TECHNOLOGY DRIVE CITY: WEST MELBOURNE STATE: FL ZIP: 32904 FORMER COMPANY: FORMER CONFORMED NAME: ADAGE INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WIRELESS AGE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001130131 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 980336674 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1150 ROSE STREET STREET 2: REGINA CITY: REGINA STATE: A9 ZIP: S49 1Z6 BUSINESS PHONE: (306) 539-1666 MAIL ADDRESS: STREET 1: 1150 ROSE STREET STREET 2: REGINA CITY: REGINA STATE: A9 ZIP: S49 1Z6 FORMER COMPANY: FORMER CONFORMED NAME: LENNOC VENTURES INC DATE OF NAME CHANGE: 20001215 SC 13D/A 1 file001.txt AMENDMENT NUMBER 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Rule 13d-101 Under the Securities Exchange Act of 1934 (Amendment No. 1)* RELM WIRELESS CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.60 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 759525 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) Wireless Age Communications, Inc. Attention: Gary Hokkanen, Chief Financial Officer 13980 Jane Street King City, Ontario, Canada L7B 1A3 (905) 833-0808 ext. 218 With a Copy to: Wuersch & Gering LLP Attention: Travis Gering, Esq. 11 Hanover Square 19th Floor New York, NY 10005 (212) 509-5050 ext. 223 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 02/05/2004 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) - -------------------------------------------------------------------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 4 Pages CUSIP No. 759525 10 8 - -------------------------------------------------------------------------------- (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Wireless Age Communications, Inc. 98-0336674 - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| - -------------------------------------------------------------------------------- (3) SEC use only. - -------------------------------------------------------------------------------- (4) Source of funds (see instructions). OO - -------------------------------------------------------------------------------- (5) Check if disclosure of legal proceedings is required pursuant to Items |_| 2(d) or 2(e). - -------------------------------------------------------------------------------- (6) Citizenship or place of organization. State of Nevada - -------------------------------------------------------------------------------- Number of shares beneficially owned by each reporting person with: (7) Sole voting power: 1,196,808 (8) Shared voting power: 0 (9) Sole dispositive power: 1,196,808 (10) Shared dispositive power: 0 - -------------------------------------------------------------------------------- (11) Aggregate amount beneficially owned by each reporting person. 1,196,808 - -------------------------------------------------------------------------------- (12) Check if the aggregate amount in Row (11) excludes certain shares |_| (see instructions). - -------------------------------------------------------------------------------- (13) Percent of class represented by amount in Row (11). 11.7% - -------------------------------------------------------------------------------- (14) Type of reporting person (see instructions). CO - -------------------------------------------------------------------------------- Page 2 of 4 Pages Item 1. Security and Issuer. This Statement on Schedule 13D/A Amendment No. 1 (this "Statement") relates to the common stock, par value $0.60 per share (the "Common Stock"), of RELM Wireless Corporation, a Nevada corporation (the "Company"). The principal executive office of the Company is located at 7100 Technology Drive, West Melbourne, Florida 32904. Item 2. Identity and Background. (a) The name of the filing person is Wireless Age Communications, Inc., a Nevada corporation ("Wireless Age"). The directors of Wireless Age are John G. Simmonds, Brian Usher-Jones, Kenneth Adelberg. The officers of Wireless Age are John G. Simmonds, Chief Executive Officer, Gary N. Hokkanen, Chief Financial Officer, and Carrie J. Weiler, Corporate Secretary. Each of the aforementioned directors and executive officers is a citizen of Canada with the exception of Mr. Adelberg, who is a citizen of the United States of America. (b) The business address for Wireless Age and each of the directors and executive officers identified in Item 2(a) of this Statement is c/o Wireless Age Communications, Inc., 13980 Jane Street, King City, Ontario, Canada L7B 1A3. (c) Wireless Age's principal business is operating a series of retail stores selling wireless communications products and distribution of prepaid phone cards, communications products accessories and land mobile radios. Messrs. Usher-Jones and Adelberg are private investors and businessmen. Messrs. Simmonds and Hokkanen and Ms. Weiler are all executive officers of Wireless Age. (d) Neither Wireless Age nor any of the directors or executive officers identified in Item 2(a) of this Statement have, during the five years prior to the date hereof, been convicted in a criminal proceeding (excluding traffic violations or similar minor violations). (e) Neither Wireless Age nor any of the directors or executive officers identified in Item 2(a) of this Statement have, during the five years prior to the date hereof, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws. (f) Nevada. Item 3. Source and Amount of Funds or Other Consideration. On December 17, 2003, Wireless Age entered into an agreement to purchase, subject to certain conditions, $1,700,000 in outstanding principal amount of the 8% Convertible Subordinated Promissory Notes of the Company (the "Notes") for $1,870,000 (the "Purchase Price"). The acquisition of the Notes was consummated on December 31, 2003. The Notes are currently convertible into 904,255 shares of Common Stock. Wireless Age borrowed $1,770,000 of the Purchase Price from Stacey Minichiello, a private investor and an additional $160,000 from Ms. Minichiello (the \"Loan\"). Such Loan is due and payable 6 months from December 31, 2003, bears interest at a rate of 8% per annum and has a first priority security interest in the Notes. The remaining $100,000 of the Purchase Price was funded from working capital. During January 2004, Wireless Age negotiated agreements with Mr. Russell Scott Henderson, Mr. Moisha Schwimmer, Mr. Stuart McGregor, Mr. Stephen Dulmage, Mr. Brian Usher-Jones and 1500450 Ontario Ltd. with respect to the acquisition of an aggregate of an additional $550,000 in Notes. Wireless Age purchased the Notes in private transactions with such parties in exchange for the issuance of an aggregate of 412,500 shares of Wireless Age common stock in a closing dated as of February 5, 2004. Among the sellers of Notes to Wireless Age was Mr. Brian Usher-Jones, a director of Wireless Age. Mr. Usher-Jones sold all of his interests in the Notes in principal amount of $50,000 to Wireless Age. Mr. Usher-Jones has not retained any residual interest in the Notes that he has sold to Wireless Age in exchange for shares of Common Stock of Wireless Age. All of the Notes mature on December 31, 2004. The aggregate of all Notes acquired by Wireless Age are currently convertible into approximately 1,196,808 common shares of Relm Wireless Corporation. Item 4. Purpose of Transaction. Wireless Age acquired the Notes to capitalize on certain synergies with respect to products already distributed by Wireless Age. Wireless Age has contacted several of the holders of the remaining $900,000 in outstanding principal amount of Notes and may seek to acquire such Notes during the first quarter of fiscal 2004. Except as disclosed in Item 4 and Item 6 of this Statement, neither Wireless Age nor any of the directors and executive officers identified in Item 2(a) of this Statement have any plans or proposals which relate to or would result in any event described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Wireless Age beneficially owns approximately 1,196,808 shares of Common Stock (all of which are attributable to the Notes), representing approximately 11.7% of the issued and outstanding shares of Common Stock. (b) Wireless Age has the sole power to vote, or direct the vote of, and the sole power to dispose of, or direct the disposition of, the shares of Common Stock it beneficially owns. (c) Other than the transaction by Wireless Age described in Item 3 of this Statement, neither Wireless Age nor any of the directors or executive officers identified in Item 2(a) of this Statement have effected any transactions in the Common Stock during the 60 days prior to the date hereof. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Among the sellers of Notes to Wireless Age was Mr. Brian Usher-Jones, a director of Wireless Age. Mr. Usher-Jones sold all of his interests in the Notes in principal amount of $50,000 to Wireless Age. Mr. Usher-Jones has not retained any residual interest in the Notes that he has sold to Wireless Age in exchange for shares of Common Stock of Wireless Age. Item 7. Material to be Filed as Exhibits. 99.1. Note Purchase And Security Agreement, dated as of December 31, 2003 by and between Wireless Age Communications, Inc. and Stacey Minichiello. 99.2. Form of Subscription Agreement with respect to acquisition of Notes from each of Mr. Russell Scott Henderson, Mr. Moisha Schwimmer, Mr. Stuart McGregor, Mr. Stephen Dulmage, Mr. Brian Usher-Jones and 1500450 Ontario Ltd. in exchange of issuance of common stock of Wireless Age. Page 3 of 4 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Wireless Age Communications, Inc. Date: 02/05/2004 /s/ John Simmonds Name: John Simmonds Title: Chief Executive Officer The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: Provided, however, That a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION--Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). (Secs. 13(d), 13(g), 14(d), 23, 48 Stat. 894, 895, 901; sec. 8, 49 Stat. 1379; sec. 203(a), 49 Stat. 704; sec. 10, 78 Stat. 88a; Secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497; sec. 18, 89 Stat. 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; 15 U.S.C. 78m(d), 78m(g), 78n(d), 78w) [44 FR 2145, Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 44 FR 70340, Dec. 6, 1979; 47 FR 11466, Mar. 16, 1982; 61 FR 49959, Sept. 24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998] Page 4 of 4 Pages EX-99.1 3 file002.txt NOTE PURCHASE AND SECURITY AGREEMENT NOTE PURCHASE AND SECURITY AGREEMENT This Note Purchase and Security Agreement, dated as of December 31, 2003 (this "AGREEMENT"), is entered into by and between WIRELESS AGE COMMUNICATIONS, INC., a Nevada corporation (the "COMPANY"), and Stacey Minichiello (the "PURCHASER"). RECITALS WHEREAS, On December 17, 2003, Wireless Age entered into an agreement to purchase $1,700,000 in outstanding principal amount of the 8% Convertible Subordinated Promissory Notes (the "Special Situations Debenture") issued by RELM WIRELESS CORPORATION (the \"Issuer\") for $1,870,000 (the "Purchase Price"); WHEREAS, The Special Situations Debenture is currently convertible into 904,255 shares of Common Stock of the Issuer (the \"Conversion Shares\"); WHEREAS, The Special Situations Debenture is one of a series issued by the Issuer (collectively, the \"Debentures\"); WHEREAS, on December 31, 2003 the Company borrowed $1,930,000 (the \"Initial Loan\") from the Purchaser, a private investor, in order to consummate the acquisition of the Special Situations Debenture, which amount included various fees, costs and expenses of the Purchaser incurred in excess of the Purchaser Price with respect to the Purchaser providing for immediate liquidity of the Initial Loan to the Company; WHEREAS, the Company may from time-to-time acquire one or more other Debentures of the Issuer in addition to the Special Situations Debenture, as to which the Purchaser has indicated a willingness to provide further funds for such acquisitions by the Company (collectively, \"Subsequent Debenture Acquisition Loans\"); WHEREAS, the Company and the Purchaser desire to memorialize the terms and conditions of the Initial Loan by the Purchaser to the Company with respect to the acquisition of the Special Situations Debenture and the terms and conditions which shall apply to any and all Subsequent Debenture Acquisition Loans; NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows: 1. The Note. (a) Issuance of the Note. In reliance upon the representations, warranties and covenants of the parties set forth herein, the Company hereby issues, sells and delivers to the Purchaser, and the Purchaser accepts delivery from the Company, of the Note in the form attached hereto as Exhibit A, with respect to the aggregate consideration delivered by the Purchaser to the Company in the amount set forth upon the face of such Note. (b) Terms of the Note. The terms and conditions of the Note are set forth in the form of Note attached as Exhibit A hereto. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Note. (c) Delivery of Initial Note. The Company shall upon execution hereof simultaneously deliver to the Purchaser an executed version of the Note. (d) Subsequent Debenture Acquisition Loans. Upon written notice by the Company to the Purchaser of the Company's intent to acquire one or more Debentures in addition to the Special Situations Debenture, and upon written notice of acceptance by the Purchaser to make such Subsequent Debenture Acquisition Loans, the Company agrees to issue, sell and deliver to the Purchaser one or more supplemental notes which shall be in form and substance the same as the Note, except to the extent such Note is conformed to the respective date and amount of each such Subsequent Debenture Acquisition Loan. Nothing herein shall be construed as an obligation or commitment by the Company to offer the Purchaser any security instrument in connection with the purchase of any supplemental Debentures and any determination in such regard shall be at the sole discretion of the Company. Nothing herein shall be construed as an obligation or commitment by the Purchaser to make any Subsequent Debenture Acquisition Loans to the Company and any determination in such regard shall be at the sole discretion of the Purchaser. 2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser that the statements contained in the following paragraphs of this Section 2 are all true and correct as of the time of issuance of the Note and shall be true and correct as of the date of each Subsequent Debenture Acquisition Loan: (a) Organization and Standing: Articles and Bylaws. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as now conducted and proposed to be conducted. (b) Corporate Power. The Company has all requisite legal and corporate power to enter into, execute and deliver this Agreement and the Note. This Agreement is, and upon issuance the Note will be, a valid and binding obligation of the Company, each of the Agreement and the Note (upon its issuance) being enforceable against the Company in accordance with its respective terms. (c) Authorization. (i) Corporate Action. All corporate and legal action on the part of the Company and its officers, directors and stockholders necessary for the execution and delivery of this Agreement and the Note, the sale and issuance of the Note and the performance of the Company's obligations hereunder and thereunder have been taken. (ii) Valid Issuance. The Note, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances; provided, however, that the Note may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein, and as may be required by future changes in such laws. (d) Financial Statements. The Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2003 or (ii) liabilities which have been disclosed as actual or contingent liabilities in the Company's financial statements and reports (collectively, \"Commission Reports\") as filed with the U.S. Securities and Exchange Commission (the \"Commission\"); and (iii) obligations under contracts or commitments incurred in the ordinary course of business which are not material to the financial condition or operating results of the Company. (e) No Materially Adverse Change. Since September 30, 2003, no transaction, arrangement, event or other circumstance has occurred or existed which (i) has had a material adverse effect on the business, assets, properties, operations or condition (financial or otherwise) of the Company or (ii) is, as of the date hereof, reasonably expected to result in any such effect, except to the extent such event or transaction has been disclosed in Commission Reports. (f) Government Consent, Etc. No consent, approval, order or authorization of, or designation, registration, declaration or filing with, any federal, state, local or provincial or other governmental authority on the part of the Company is required in connection with the valid execution, delivery and performance of this Agreement or the Note, or the offer, sale or issuance of the Note, other than, if required, filings or qualifications under applicable blue sky laws. 3. Representations and Warranties by the Purchaser. The Purchaser represents and warrants to the Company as of the time of issuance of the Note and as of the date of each Subsequent Debenture Acquisition Loans as follows: (a) Investment Intent: Authority. This Agreement is made with the Purchaser in reliance upon the Purchaser's representation to the Company, as evidenced by Purchaser's execution of this Agreement, that Purchaser is acquiring the Note for the Purchaser's own account, not as nominee or agent, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Purchaser has the full right, power, authority and capacity to enter into and perform this Agreement, and this Agreement will constitute a valid and binding obligation upon the Purchaser, except as the same may be limited by bankruptcy, insolvency, moratorium and other laws of general application affecting the enforcement of creditors' rights. (b) Not Registered. The Purchaser understands and acknowledges that the offering and sale of the Note pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of the Note are exempt from registration under the Securities Act, and that the Company's reliance upon such exemption is predicated upon the Purchaser's representations set forth in this Agreement. The Purchaser acknowledges and understands that resale of the Note may be restricted indefinitely unless the Note is subsequently registered under the Securities Act or an exemption from such registration is available. (c) No Transfer. Purchaser covenants that in no event will it dispose of the Note other than in conjunction with an effective registration statement under the Securities Act or pursuant to an exemption therefrom (e.g., Rule 144 promulgated under the Securities Act) or to an entity affiliated with the Purchaser. (d) Knowledge and Experience. Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Purchaser's prospective investment in the Note; (ii) has the ability to bear the economic risks of the Purchaser's prospective investment; (iii) has had all questions which have been asked by the Purchaser satisfactorily answered by the Company; and (iv) has not been offered the Note by any form of advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media. 4. Security Interest. (a) Security Interest. As security for the full, prompt and complete payment and performance of the Company's obligations hereunder, the Company hereby grants to the Purchaser and any subsequent transferee, assignee, or other holder of the Note (the Purchaser and each such other transferee, assignee or holder, a \"Holder\"), a security interest in and to the collateral as defined with specificity on the signature page of the Note (the \"Collateral\"), and as to which this Agreement shall constitute a security agreement. The definition of security interest in the Collateral shall include and apply to the Conversion Shares and any and all other shares of common stock and/or other equity or debt instrument of the Issuer into which the Collateral is converted. The security interest granted in the Collateral shall terminate upon payment in full of the Company's obligations under the Note. The Company undertakes not to cause or permit the conversion of the Collateral without the express written consent of the Holder of the Note. (b) Exclusivity of First Priority Security Interest. As inducement to the Holder to purchase this Note from the Company, the Holder expressly covenants and agrees that the Holder shall have a first priority security interest in the Collateral, as such term is defined in the Note and the Company shall not grant or permit to exist any other obligations or liens or any other type of encumbrance which may result, directly or indirectly, contingent or otherwise, in the existence or establishment of a security interest in the Collateral which is senior to the Holder of the Note. (c) Further Action. Company agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Holder may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Holder to exercise and enforce their rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Company will: execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Holder may request, in order to perfect and preserve the security interests granted or purported to be granted hereby. (d) Financing And Continuation Statements. The Company hereby authorizes the Holder to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of Company where permitted by law. A carbon, photographic, or other reproduction of this Agreement or any part thereof shall be sufficient as a financing statement where permitted by law. (e) Escrow of Collateral. The Collateral shall be held in escrow pursuant to the Escrow Agreement in the form attached hereto. The Company will furnish to the Holder from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Holder may request, all in reasonable detail. (f) Termination Filings: Upon payment in full of the Note Obligations, the Holder shall take any and all reasonable actions and cause the execution and delivery to Company for filing of any financing statements necessary in the Company's reasonable discretion to terminate any liens the Holder may have on such Collateral. (g) Holder's Rights And Remedies. Upon the occurrence and during the continuance of any Event of Default, as defined in the Note, the Holder may proceed to exercise (i) any one or more of the rights or remedies afforded by the Uniform Commercial Code of any applicable jurisdiction, including, without limitation, the right to sell any or all of the Collateral at one or more public or private sales in accordance with the rules of the Uniform Commercial Code, and of the date on which the Collateral will first be offered for sale in the case of any private sale, and to bid thereat or purchase any part or all thereof in their own or a nominee's name, free and clear of any equity of redemption; and to apply the net proceeds of the sale, after deduction for any costs and expenses of sale (including any liabilities incurred in connection therewith), including reasonable attorneys fees, to the payment of Company's Obligations in any manner or order which the Holder, in their sole discretion, may elect, to the payment of any other amount required by law and to the payment of any remaining net proceeds to whomsoever may lawfully be entitled to receive the same or as a court of competent jurisdiction may direct, without further notice and without regard to any equitable principles of marshaling or other like equitable doctrines; (ii) any rights or remedies upon any judgment entered upon the Note; in each case simultaneously or consecutively, against or in respect of Company, all of which rights and remedies shall, to the full extent permitted by law, be cumulative. The choice of one or more rights or remedies shall not be construed as a waiver or election barring other rights and remedies. Company hereby acknowledges and agrees that the Holder are not required to exercise all remedies and rights available to them equally with respect to all of the Collateral and that the Holder may select less than all of the Collateral with respect to which the remedies as determined by the Holder may be exercised. (h) Direct Interest Payments. Upon the occurrence of any Event of Default, or at any time thereafter if any Event of Default shall then be continuing, the Holder shall notify the Issuer of the Debenture and instruct such Issuer to make interest payments directly to the Holder. (i) Additional Remedies. In addition to or in conjunction with the rights and remedies referred to in Section 6.1 hereof, after the occurrence and during the continuance of an Event of Default: i. Written notice mailed to Company at the address designated herein ten (10) business days or more prior to the date of public or private sale of any of the Collateral shall constitute reasonable notice. For purposes of this agreement and the Note, a business day shall be deemed to be any day on which the New York Stock Exchange is open for business. ii. The Holder may require Company to assemble any of the Collateral and to make it available to the Holder at a place the Holder designate and reasonably convenient to Company and the Holder. iii. The Holder may require Company to use its best efforts to obtain any approvals that are required by any governmental or regulatory body in order to permit the sale of the Collateral pursuant to this Agreement. 5. Miscellaneous. (a) Waivers and Amendments. Any provision of this Agreement may be amended, waived or modified upon the written consent of the Company and the Purchaser. (b) Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions of the State of Nevada or of any other state. (c) Entire Agreement. This Agreement, together with the form of the Note attached hereto, constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. (d) Notices, Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be sent via overnight courier service or mailed by certified or registered mail, postage prepaid, return receipt requested, addressed or sent (a) if to the Purchaser, at the address of the Purchaser set forth below such party's name on the signature page hereto, or at such other address or number as the Purchaser shall have furnished to the Company in writing, or (b) if to the Company, at 13980 Jane Street, King City, Ontario, L7B 1A3 or at such other address or number as the Company shall have furnished to the Purchaser in writing. (e) Validity. If any provision of this Agreement or the Note shall be judicially determined to be invalid, unlawful or unenforceable, the validity, lawfulness and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument. (g) Disclosure. The Company may issue any and all press releases and/or make any and all other announcements or filings with such persons and authorities regarding this Agreement and/or any of the terms hereof, or any amendment hereto, as may be required to satisfy the disclosure obligations of the Company which determinations shall be made at the sole and reasonable discretion of the Company. [Signature Page Follows] IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. WIRELESS AGE COMMUNICATIONS, INC. By: Name Title THE PURCHASER: Stacey Minichiello Address for Notices: EXHIBIT A THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. PROMISSORY NOTE $1,930,000.00 December 31, 2003 FOR VALUE RECEIVED, WIRELESS AGE COMMUNICATIONS, INC., a Nevada corporation (the "Company"), promises to pay to Stacey Minichiello (the "HOLDER"), or her registered assigns, the principal sum of $1,930,000.00 (one million nine hundred thirty thousand U.S. Dollars), or such lesser amount as shall then equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid principal balance at a rate equal to eight percent (8%) per annum. All accrued and unpaid interest hereunder shall be payable in arrears in calendar quarterly installments commencing on the date which is the first day after the end of the earliest calendar quarter after the date hereof and continuing every three (3) months thereafter until payment in full of this Note. The interest rate shall be computed on the basis of the actual number of days elapsed and a year of 365 days. For purposes of clarity, a calendar quarter shall be deemed to end on March 31, June 30, September 30 and December 31 of each calendar year. All unpaid principal, together with the balance of accrued and unpaid interest and any other amounts payable hereunder, shall be due and payable on demand at any time after the earlier of six months from the date first set forth above; or (ii) an Event of Default (defined below). Moreover, promptly upon the Company's receipt of interest paid upon the Collateral (as defined on the Signature Page hereto), the Company shall pay to the Holder any and all such Collateral interest received as interest due upon this Note and to the extent of any surplus thereof, the Company shall prepay all unpaid principal, together with the balance of accrued and unpaid interest and any other amounts payable hereunder, to the extent of the net proceeds received by the Company from such Collateral. As used in this Note, the term "Obligations" shall mean all principal and accrued interest due hereunder. This Note is issued pursuant to that certain Note Purchase and Security Agreement between the Company and the Holder dated December 31, 2003 (the "Note Purchase and Security Agreement"). All terms not otherwise defined herein shall have the meaning set forth in the Note Purchase and Security Agreement. This Note shall be governed by and interpreted in accordance with the terms and conditions set forth in the Note Purchase and Security Agreement. The following is a statement of the rights of the Holder and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees: 1. Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Note: (a) Failure to Pay. The Company shall fail to pay when due any amount of principal or interest hereunder or any other amount payable by the Company hereunder; (b) Breach of Representation. Any representation or warranty of the Company made in this Note or with respect to or in connection with the issuance of this Note (including, without limitation, any representation or warranty of the Company set forth in that certain Note Purchase and Security Agreement) shall have been false and shall have materially and adversely affected the operations of the Company. (c) Breach of Covenant. Without limiting the foregoing, the Company shall fail in any respect to perform or observe when required any covenant, condition or agreement for performance or observance by the Company where the same (i) is either set forth in this Note or in any document or instrument entered into or delivered by the Company with respect to or in connection with the issuance of this Note (including, without limitation, any covenant, condition or agreement set forth in the Note Purchase and Security Agreement) and, (ii) if capable of being remedied in twenty (20) or fewer business days, has not been remedied within twenty (20) business days after the Company's receipt of written notice with respect thereto. (d) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated in full or in part, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing; or (e) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the assets thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced, and such proceedings shall not have been stayed or dismissed within sixty (60) days after commencement of the same. 2. Rights of Holder Upon Default. Without limiting any other rights set forth herein, upon the occurrence or existence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Holder may declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, the Holder may exercise any other right, power or remedy granted to it or otherwise permitted to it by law, either by suit in equity or by action at law, or both. Without limiting the foregoing, effective upon an Event of Default, the Company hereby irrevocably designates and appoints the Holder as its agent and attorney-in-fact to act for, and in the Company's behalf, to execute and file any document with respect to enforcement of all of Holder's rights with respect to the Collateral and to do all other lawfully permitted acts hereunder with the same legal force and effect as if executed by a duly authorized officer of the Company, which power-of-attorney is coupled with an interest and shall be irrevocable. 4. Successors and Assigns. Subject to the restrictions on transfer described in Sections 6 and 7 below, the rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. Any and all rights with respect to the continuing security interest in the Collateral as set forth in the Note Purchase and Security Agreement shall inure to the benefit of any and all assigns, heirs, administrators and transferees of the Holder. 5. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder. 6. Transfer of this Note. This Note may not be transferred or assigned in violation of any restrictive legend set forth hereon; provided, however, that the Company acknowledges and agrees that any transfer or assignment by the Holder of this Note to any family member of the Holder shall not be deemed to be a violation of such legend and, notwithstanding any other provision of this Note to the contrary, any such transfer or assignment shall be permitted without the performance or observance of any requirements by the Holder (except for notice to the Company). Each new Note issued upon transfer or assignment of this Note shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. Prior to presentation of this Note for registration of transfer or assignment, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue, and the Company shall not be affected by notice to the contrary. 7. Assignment by the Company. Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Holder, provided, however, the Company may assign and transfer the obligation upon this Note to a subsidiary of the Company so long as a continuing security interest in the Collateral is maintained by the Holder to the same extent as provided herein. 8. Treatment of Notes To the extent permitted by generally accepted accounting principles, the Company will treat, account and report this Note as debt and not equity for accounting purposes and with respect to any returns filed with federal, state or local tax authorities. 9. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or by recognized overnight courier or personal delivery at the principal executive offices of the Company, in the instance of the Company, or the address of the Holder as set forth in the records maintained by the Company, in the instance of the Holder. Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when received. 10. Payment. Payment shall be made in lawful tender of the United States at such reasonable place and time and in such reasonable manner as specified by the Holder. 11. Expenses; Waivers. If any action or other proceeding is instituted to collect this Note, the Company shall pay all costs and expenses, including, without limitation, reasonable attorneys' fees and costs, incurred by the Holder or its transferees or assigns in connection with such action or other proceeding. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument. 12. Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions of the State of Nevada or of any other state. 13. Validity. If any provision of this Note shall be judicially determined to be invalid, unlawful or unenforceable, the validity, lawfulness and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 14. Excessive Interest. Notwithstanding any other provision herein to the contrary, this Note is hereby expressly limited so that the interest rate charged hereunder shall at no time exceed the maximum rate permitted by applicable law. If, for any circumstance whatsoever, the interest rate charged exceeds the maximum rate permitted by applicable law, the interest rate shall be reduced to the maximum rate permitted, and if the Holder shall have received an amount that would cause the interest rate charged to be in excess of the maximum rate permitted, such amount that would be excessive interest shall be applied to the reduction of the principal amount owing hereunder (without charge for prepayment) and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal, such excess shall be refunded to the Company. [Signature Page Follows] IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date first written above. WIRELESS AGE COMMUNICATIONS, INC. By: Name Title Description of the Collateral: 8% Convertible Subordinated Promissory Note issued by Relm Wireless Corporation for $1,870,000, Number 21, issued March 13, 2000 and due December 31, 2004. EX-99.2 4 file003.txt FORM OF SUBSCRIPTION AGREEMENT Exhibit 99.2 WIRELESS AGE COMMUNICATIONS, INC. 13980 Jane Street King City, Ontario, L7B 1A3 Canada Facsimile: (905) 833-6942 SUBSCRIPTION AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR BY ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY. This agreement (the \"Subscription Agreement\"), by and between WIRELESS AGE COMMUNICATIONS, INC., a Nevada corporation (the "Company") and the purchaser signatory hereto (referred to herein as \"you\" and the "Subscriber"), who is subscribing hereby for the common stock, par value $0.001 per share of the Company, at such price and in such amount as calculated and described on the signature page hereto (each, a \"Share\" and collectively, the "Shares"), in connection with a private placement offering made solely to accredited investors (the "Private Placement Offering") as a non-public offering made in accordance with the provisions of Section 4(2) of the Securities Act of 1933, as amended (the \"1933 Act\"). In consideration of the Company's agreement to accept the undersigned Subscriber as a purchaser of the Shares, the Subscriber agrees to the terms and conditions set forth herein: 1. Subscription; Tender of Consideration. The Subscriber hereby irrevocably subscribes for and irrevocably offers to purchase the principal amount of Shares set forth on the signature page hereto, on the terms and conditions described herein. In consideration for such subscription, the Subscriber hereby irrevocably tenders to the Company this Subscription Agreement and undertakes to promptly deliver to the Company the Consideration, as such term is defined on the signature page below, to the address specified on Annex A attached hereto. 2. Acceptance of Subscription; Return of Consideration. The Company shall have the right, exercisable in its sole and absolute discretion, to accept or reject this subscription within thirty days of the date of tender. If the subscription is accepted, the Company will return an executed counterpart of this Subscription Agreement to you. If the subscription is not accepted, the Consideration will be returned to you. Following tender, no interest will be earned by you on any Consideration. Upon acceptance by the Company, you agree to any and all further actions reasonably necessary and reasonably requested by the Company, which shall be determined at the sole discretion of the Company, in order to fully vest in the name of the Company all right, title and interest to the Consideration. 3. Closing. The closing with respect to each sale of Shares to each Subscriber under the Private Placement Offering shall be deemed to occur as of the date upon which (a) this Agreement shall have been executed by both the Subscriber and the Company; (b) the Escrow Agreement shall have been executed and delivered by each of the Subscriber, the Company and the Company's agent as set forth on Annex A; and (b) the Consideration for payment of the Shares hereby subscribed shall have been received into the custody of the agent set forth on Annex A attached hereto (each such event, a "Closing"). In the event that the Company does not accept the Subscription, for any reason at the sole discretion of the Company, all Consideration of the Subscriber in the possession of the Company shall be promptly returned to the Subscriber without further obligation and this Subscription Agreement shall have no further force or effect. The Company shall as soon as reasonably practicable following the Closing deliver to the Subscriber one or more originally executed Share Certificates in the principal amount of the subscription hereunder. 4. Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants to the Company all of the following: (a) THE SUBSCRIBER IS AN ACCREDITED INVESTOR AS SUCH TERM IS DEFINED UNDER REGULATION D OF THE 1933 ACT, WHICH DEFINITION IS ATTACHED HERETO AS EXHIBIT A; (b) THE SUBSCRIBER ACKNOWLEDGES THAT INVESTMENT IN THE SECURITIES OF THE COMPANY OFFERED HEREBY IS HIGHLY SPECULATIVE AND INVOLVES A VERY HIGH DEGREE OF RISK AND SHOULD NOT BE MADE UNLESS THE INVESTOR IS PREPARED TO, AND CAN AFFORD TO, LOSE THE ENTIRE INVESTMENT; (c) THE SUBSCRIBER (I) HAS SUFFICIENT KNOWLEDGE, SOPHISTICATION AND EXPERIENCE IN BUSINESS AND FINANCE TO CAPABLY EVALUATE INFORMATION CONCERNING AN INVESTMENT IN THE COMPANY, (II) HAS HAD AN OPPORTUNITY TO REVIEW THE COMPANY'S PUBLICLY FILED REPORTS, AND TO ASK DETAILED QUESTIONS AND RECEIVE SATISFACTORY ANSWERS FROM REPRESENTATIVES OF THE COMPANY, (III) HAS HAD ADEQUATE OPPORTUNITY TO REQUEST AND REVIEW ANY AND ALL DOCUMENTS AND OTHER INFORMATION RELEVANT TO SUBSCRIBER'S CONSIDERATION OF INVESTMENT IN THE SECURITIES OFFERED HEREBY, (IV) HAS OTHERWISE OBTAINED SUFFICIENT INFORMATION FROM THE COMPANY TO EVALUATE THE MERITS AND RISKS OF AN INVESTMENT IN THE COMPANY; (V) HAS INDEPENDENTLY CONSIDERED AND DISCUSSED SUCH PROSPECTIVE INVESTMENT WITH THE SUBSCRIBER'S BUSINESS, LEGAL, TAX AND FINANCIAL ADVISERS AS TO THE SUITABILITY OF SUCH INVESTMENT WITH RESPECT TO THE SUBSCRIBER'S PARTICULAR FINANCIAL SITUATION, AND (VI) ON THE BASIS OF THE FOREGOING, THE SUBSCRIBER HAS DETERMINED THAT INVESTMENT IN THE SECURITIES OFFERED HEREBY IS A SUITABLE INVESTMENT; (d) THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, OR UNDER ANY STATE SECURITIES ACT AND THIS SECURITIES OFFERING IS MADE IN RELIANCE ON ONE OR MORE EXEMPTIONS FOR PRIVATE OFFERINGS UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, AND THE SUBSCRIBER FURTHER ACKNOWLEDGES THAT HE OR SHE IS PURCHASING AN INTEREST IN THE COMPANY ONLY IN RELIANCE UPON SUCH INFORMATION AS HAS BEEN OBTAINED FROM THE COMPANY'S FILINGS WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") AND IN WRITING FROM THE COMPANY. (e) NO REPRESENTATIONS OR ASSURANCES OF THE OUTCOME, PROFITABILITY OR OTHERWISE, OF ANY INVESTMENT IN THE COMPANY HAVE BEEN MADE TO SUBSCRIBER; NEITHER THE COMMISSION NOR ANY OTHER FEDERAL OR STATE AGENCY HAS PASSED ON THE MERITS OF AN INVESTMENT IN THE COMPANY, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE; (f) Unless and until the Shares are registered, there are substantial restrictions on the transferability of the Shares; the Subscriber must bear the economic risk of an investment in the Shares, in each case for an indefinite period; the Shares have not been registered under the 1933 Act or under the securities laws of any states and, therefore, cannot be sold, transferred, assigned, hypothecated, pledged, or otherwise disposed of unless they are registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available, and Subscriber further understands he or she has no right to require that the Shares be registered by the Company under the 1933 Act or any state laws except as expressly set forth herein in Paragraph 9 below; (g) The Shares for which the Subscriber hereby subscribes are being acquired solely for his or her own account (or a fiduciary account if he or she is a fiduciary to an accredited investor, or for the joint account of Subscriber and his or her spouse) and for investment only; the Shares are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof and the Subscriber has no plans to enter into any contract, undertaking, agreement or arrangement for any such purpose; (h) The Shares will bear a restrictive legend prohibiting transfers thereof except in compliance with the 1933 Act and other applicable state securities laws and will not be transferred of record except in compliance therewith or exemption therefrom; (i) If the Subscriber is a corporation, partnership trust or estate: the person executing this Subscription Agreement on behalf of the Subscriber has reached the age of 21 and such signatory has been duly authorized and is duly qualified to execute and deliver this Subscription Agreement and all other instruments executed and delivered on behalf of such entity, the Subscriber is duly organized, validly existing, and in good standing in its jurisdiction of organization under the laws of a state of the United States and has all the requisite power and authority to invest in the Shares as provided herein and is not controlled, directly or indirectly, by any person or entity not a citizen of the United States; and an investment in the Shares does not result in any violation of, or conflict with any term of the charter, bylaws, partnership agreement, trust deed or other governing instrument of the Subscriber or any other contract to which it is bound or any law or regulation applicable to it; (j) The address set forth in this Subscription Agreement is the Subscriber's true and correct residence and jurisdiction, and the Subscriber has no present intention of becoming a resident of any other state or jurisdiction; all offers or solicitations of interests about the Company were made to the Subscriber at that address or elsewhere within that state; no offers or solicitations were made to the Subscriber in any state other than that state; and the Subscriber executed this Subscription Agreement within that state; (k) There are no third party interests in the Consideration and such Consideration has not served as a conduit for any illegal purposes or illegal activity, including, without limitation, any money laundering and/or terrorist activities; (l) To the knowledge of Subscriber after reasonable investigation, the Consideration is not subject to any security interest of any kind or nature and is free and clear of any and all liens, encumbrances and/or claims which may result, directly or indirectly, contingent or otherwise, in the existence or establishment of a security interest in the Consideration; and (m) The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance hereof by the Company and shall survive thereafter. If such representations and warranties shall not be true and accurate in any respect, the Subscriber will, prior to such acceptance, give written notice of such fact to the Company specifying which representations and warranties are not true and accurate and the reasons therefore. 5. Indemnification. The Subscriber acknowledges that he or she understands the meaning and legal consequences of the representations and warranties contained herein, and the Subscriber hereby agrees to indemnify and hold harmless the Company, its officers, directors, employees, and each person, if any, who controls the Company, within the meaning of Section 15 of the 1933 Act and all representatives, agents and counsel of the Company (the Company and all of the aforementioned persons and legal entities, collectively, the \"Indemnified Persons\") against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction. The Subscriber shall indemnify and hold harmless the Company or any of its officers, employees, registered representatives, directors, or control persons of any such entity who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made by the Subscriber to the Company concerning, without limitation, Subscriber or Subscriber's status as an Accredited Investor or financial position in connection with the offering or sale of the Shares which is not remedied by timely notice to the Company as provided above, against losses, liabilities and expenses for which any of the Indemnified Persons have not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement) as actually and reasonably incurred by such person or entity in connection with such action, suit, or proceeding. 6. Covenants and Dispute Resolution. (a) Non-Assignment Covenant. The Subscriber agrees not to transfer or assign this Subscription Agreement and further agrees, except as provided herein, that the assignment and transferability of the Shares acquired pursuant hereto shall be undertaken only in accordance with registration under the 1933 Act and applicable state laws, or by an exemption from registration which may be available therefrom. (b) Arbitration. Any controversy or claim arising out of or relating to this Subscription Agreement, or the breach or interpretation thereof (each a \"Controversy\") shall be settled by finally arbitration in accordance with the Commercial Arbitration Rules, then obtaining, of the American Arbitration Association. Unless parties to such Controversy shall have agreed to alternative terms, the arbitration shall be conducted in Las Vegas, Nevada, before a single arbitrator, who shall be an attorney with at least ten (10) years experience in corporate and securities matters and who shall have no affiliation whatsoever with any of the parties to the Controversy. Liability for the fees and expenses of such arbitrator shall be paid by the non-prevailing party to the arbitration. The parties agree that neither of them shall be liable to the other for any punitive damages as a result of any breach of this Subscription Agreement. Any other contrary provision of this Subscription Agreement notwithstanding the provisions of this paragraph shall be construed according to the laws of the state of New York, irrespective of any conflict of law provision. The determination rendered by the arbitrator shall specify the finding of facts upon which it is based and the reasons therefore, and shall be conclusive and binding upon the parties and a judgment thereon may be entered in any court of competent jurisdiction over the parties. 7. Revocation. The Subscriber agrees that he or she will not cancel, terminate, or revoke this Subscription Agreement or any agreement made hereunder and that this Subscription Agreement shall survive the death or disability of the Subscriber. 8. Acceptance of Subscription. Execution of this Subscription Agreement by the Subscriber constitutes an irrevocable offer by the Subscriber to subscribe for the number of Shares specified on the signature page hereto. If this offer is rejected for any reason, the Subscriber's subscription Documents shall be returned to the Subscriber as promptly as practicable and the Company and the Subscriber shall have no further obligations to each other, other than the obligation of the Company to return the Subscriber's Consideration to such Subscriber. 9. Registration. The Company at its sole cost and expense shall file a registration statement with the U.S. Securities and Exchange Commission covering the Shares (the "Registration Statement") no later than ninety (90) after the Closing. The Company shall prepare and file with the Commission such Registration Statement to be made on a continuous basis pursuant to Rule 415 and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (i) the date when all securities covered by such Registration Statement have been sold or (ii) the date on which the securities may be sold pursuant to Rule 144. The Subscriber agrees to cooperate with the Company in the preparation and filing of the Registration Statement, and in the furnishing of information concerning the Subscriber for inclusion therein, including, without limitation, any efforts by the Company to establish the exemption under the Securities Act of the sale of the Securities to the Subscriber hereunder. If the Registration Statement is not filed within the foregoing time period, an amount equal to the purchase price of the Shares shall be payable to the Subscriber at an interest rate of 8% per annum with respect to the period in which the Company is in default of such filing until the earlier of (a) registration rights are no longer required to be effective and/or (b) Subscriber no longer owns any of the Shares. Subscriber agrees and acknowledges that such Registration Statement shall be filed by the Company on the basis of commercially reasonable efforts and there can be no assurance that such Registration Statement will be declared effective by the Securities and Exchange Commission. Subscriber furthermore acknowledges and agrees that the Registration Statement is not exclusive to the Subscriber and the Company, as well as other shareholders of the Company, may, at the sole discretion of the Company, register other shares of the Company's common stock and/or other securities thereon. 9. Miscellaneous. All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by certified mail return receipt requested or by recognized overnight courier service requiring acknowledgement of receipt of delivery, which in all cases shall be deemed delivered upon confirmation of receipt thereof, and in the case of the Subscriber at the address set forth below and to the Company at its address written above. (a) This Subscription Agreement and the executed Share representing the purchase of the Share as subscribed herewith, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties. (b) Whenever required by the context hereof, the singular shall include the plural, and vice-versa; the masculine shall include the feminine and neuter genders, and vice-versa. (c) If the Subscriber consists of one or more persons or entities, the obligations hereunder shall be joint and several. (d) This Subscription Agreement may be severable and the invalidity or illegality of any portion hereof shall not affect the validity or legality of the remainder hereof. (e) This Subscription Agreement may be executed in one or more counterparts, each of with together shall constitute one and the same original instrument. (f) This Agreement, including without limitation the representations, warranties, acknowledgements, undertakings and indemnities given by Subscriber, shall survive the Closing of the sale of the Shares. (g) The Subscriber agrees to maintain strict confidentiality with respect to this Subscription Agreement and any and all materials provided to Subscriber by the Company, except with respect to consultations which Subscriber may have with his or her financial and legal advisors, as to which Subscriber shall obtain undertakings of confidentiality from such persons with respect to all such materials. The Company may make any and all disclosures regarding the Subscriber and this Subscription Agreement which the Company believes are reasonably necessary, as determined in the Company's sole discretion, to comply with any and all rules, regulations and laws applicable to the Company. (h) The Subscriber agrees to do such further acts and to execute and deliver such statements, assignments, agreements, instruments and other documents as the Company may request reasonably from time to time in connection with the administration, maintenance, enforcement and effectiveness of this Agreement, including, without limitation, provision of any and all information and due diligence materials relating to anti-money laundering compliance as may be reasonably requested by the Company and/or the bank or other financial institution serving the Company in connection with the Closing contemplated herein. [Signature Page Follows] IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of this ___ day of ____________, 2004. Print Full Legal Name of Subscriber: (check investor type ): [ ] Individual [ ] Tenants in Common [ ] Partnership [ ] Joint Tenants [ ] Corporation [ ] Trust [ ] Minor with adult custodian under the Uniform Gift to Minors Act Subscriber's Social Security Number(s) or Taxpayer Identification Number: Description of Subscriber Consideration: 8% Convertible Subordinated Promissory Note of Relm Wireless Corporation (the \"Debenture\") Calculation of Purchase Price and Shares to be Issued: Face value of Debenture $__________________ (A) Times 1.5 X 1.5 (B) Notional amount $__________________ (A) X (B) Divided by $2.00 /$2.00 /(C) Wireless Age Communications Inc. Shares to be issued __________________ (A) X (B) divided by (C) Signature(s) of Subscriber or Subscriber's authorized officer(s), trustee(s) or fiduciary(ies): _______________________________________ Print Name: Title: _______________________________________ Print Name: Title: Address for Notices: Telephone Number: Fax Number: e-mail: Subscription Accepted for Subscriber's Purchase of Shares Agreed this ___ day of _______________, 2004: WIRELESS AGE COMMUNICATIONS, INC. By: Name: Title: Exhibit A Definition of "Accredited Investor" "Accredited investor" shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in ss. 230.506(b)(2)(ii); and (8) Any entity in which all of the equity owners are accredited investors. # # # -----END PRIVACY-ENHANCED MESSAGE-----