EXHIBIT 4.1 MELLON SUBSCRIPTION & INFORMATION AGENT AGREEMENTTHIS SUBSCRIPTION AGENT AGREEMENT (this "Agreement") between Lynch Corporation, an Indiana corporation (the "Company") and Mellon Bank N.A., a Pennsylvania company ("Mellon"), is dated as of _______________. 1. APPOINTMENT (a) The Company is making an offer (the "Subscription Offer") to issue to the holders of record of its outstanding shares of Common Stock par value $0.01 per share (the "Common Stock"), at the close of business on November 9, 2005 (the "Record Date"), the right to subscribe for and purchase (each a "Right") shares of Common Stock (the "Additional Common Stock") at a purchase price of $7.25 per share of Additional Common Stock (the "Subscription Price"), payable by cashier's or certified check, upon the terms and conditions set forth herein. The term "Subscribed" shall mean submitted for purchase from the Company by a stockholder in accordance with the terms of the Subscription Offer, and the term "Subscription" shall mean any such submission. (b) The Subscription Offer will expire at _________, New York City Time, on (the "Expiration Time"), unless the Company shall have extended the period of time for which the Subscription Offer is open, in which event the term "Expiration Time" shall mean the latest time and date at which the Subscription Offer, as so extended by the Company from time to time, shall expire. (c) The Company filed a Registration Statement relating to the Additional Common Stock with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on ___________. Said Registration Statement was declared effective on ______________. The terms of the Additional Common Stock are more fully described in the Prospectus forming part of the Registration Statement as it was declared effective, and the accompanying Letter of Instruction. Copies of the Prospectus, the Letter of Instruction and the Notice of Guaranteed Delivery are annexed hereto as Exhibit 2, Exhibit 3 and Exhibit 4, respectively. All terms used and not defined herein shall have the same meaning as in the Prospectus. Promptly after the Record Date, the Company will provide Mellon with a list of holders of Common Stock as of the Record Date (the "Record Stockholders List"). (d) The Company hereby appoints Mellon to act as subscription agent (the "Subscription Agent") and information agent (the "Information Agent") for the Subscription Offer in accordance with and subject to the following terms and conditions. 2. SUBSCRIPTION OF RIGHTS (a) The Rights are evidenced by transferable subscription certificates (the "Certificates"), a copy of the form of which is annexed hereto as Exhibit 5. The Certificates entitle the holders to subscribe, upon payment of the Subscription Price, for shares of Additional Common Stock at the rate of one share for each three Rights evidenced by a Certificate (the "Basic Subscription Privilege"). No fractional shares will be issued, but the Subscription Offer includes a step-up privilege entitling the holder of a Certificate or combination of Certificates evidencing fewer than three Rights, or a total number of Rights not evenly divisible by three, if said holder fully exercises the Certificate or Certificates accompanying the Subscription Offer, to subscribe and pay the Subscription Price for one full share of Additional Common Stock in lieu of a fractional share without furnishing any additional Rights (the "Step-up Privilege"). Reference is made to the Prospectus for a complete description of the Basic Subscription Privilege and the Step-up Privilege. (b) Further, the Subscription Offer provides that subscribing shareholders, and only those subscribing shareholders who were shareholders on the Record Date and who exercise their Rights in full, may exercise an Over-subscription right as more fully described in the Registration Statement. Mellon shall, after the initial allocation of Additional Common Stock to those shareholders exercising their Basic Subscription Right, allocate any remaining Basic Subscription, as more fully described in the Registration Statement. 3. DUTIES OF SUBSCRIPTION AGENT As Subscription Agent, Mellon is authorized and directed to: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. (b) Promptly after Mellon receives the Record Stockholders List, Mellon shall: (i) mail or cause to be mailed, by first class mail, to each holder of Common Stock of record on the Record Date whose address of record is within the United States and Canada, (i) a Certificate evidencing the Rights to which such stockholder is entitled under the Subscription Offer, (ii) a copy of the Prospectus, (iii) a Letter of Instruction, (iv) a Notice of Guaranteed Delivery and (v) a return envelope addressed to the Subscription Agent; and (ii) mail or cause to be mailed, by air mail, to each holder of Common Stock of record on the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address (i) a copy of the Prospectus, (ii) a Notice of Guaranteed Delivery and (iii) a Letter of Instruction (different from the Letter of Instruction sent to stockholders whose address of record is within the United States and Canada). Mellon shall refrain from mailing Certificates issuable to any holder of Common Stock of record on the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, and hold such Certificates for the account of such stockholder subject to such stockholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights evidenced thereby, and follow the instructions of such stockholder for the exercise, sale or other disposition of such Rights if such instructions are received at or before 11:00 a.m., New York City Time, on ________________. (c) Mail or deliver a copy of the Prospectus (i) to each assignee or transferee of Certificates upon receiving appropriate documents to register the assignment or transfer thereof and (ii) with certificates for shares of Additional Common Stock when such are issued to persons other than the registered holder of the Certificate. (d) Accept Subscriptions upon the due exercise (including payment of the Subscription Price) on or prior to the Expiration Time of Rights in accordance with the terms of the Certificates and the Prospectus. (e) Subject to the next sentence, accept Subscriptions from stockholders whose Certificates are alleged to have been lost, stolen or destroyed upon receipt by Mellon of an affidavit of theft, loss or destruction and a bond of indemnity in form and substance satisfactory to Mellon, accompanied by payment of the Subscription Price for the total number of shares of Additional Common Stock Subscribed for. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and Mellon shall withhold delivery of the shares of Additional Common Stock Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (f) Accept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person: (i) if the Certificate is registered in the name of a fiduciary and is executed by and the Additional Common Stock is to be issued in the name of such fiduciary; (ii) if the Certificate is registered in the name of joint tenants and is executed by one of the joint tenants, provided the certificate representing the Additional Common Stock is issued in the names of, and is to be delivered to, such joint tenants; (iii) if the Certificate is registered in the name of a corporation and is executed by a person in a manner which appears or purports to be done in the capacity of an officer, or agent thereof, provided the Additional Common Stock is to be issued in the name of such corporation; or (iv) if the Certificate is registered in the name of an individual and is executed by a person purporting to act as such individual's executor, administrator or personal representative, provided, the Additional Common Stock is to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (g) Accept Subscriptions not accompanied by Certificates if submitted by a firm having membership in the New York Stock Exchange or another national securities exchange or by a commercial bank or trust company having an office in the United States together with the Notice of Guaranteed Delivery and accompanied by proper payment for the total number of shares of Additional Common Stock Subscribed for. (h) Accept Subscriptions even though unaccompanied by Certificates, under the circumstances and in compliance with the terms and conditions set forth in the Prospectus under the heading "Procedures for DTC Participants". (i) Refer to the Company for specific instructions as to acceptance or rejection, Subscriptions received after the Expiration Time, Subscriptions not authorized to be accepted pursuant to this Paragraph 1, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Certificates. 4. DUTIES AS INFORMATION AGENT In its capacity as Information Agent, Mellon shall: (a) assist in the coordination of all printing activities and advertisement placement if required; (b) establishing contacts with brokers, dealers, banks and other nominees on the Company's behalf; (c) determining the material requirements; (d) assistance with document review; (e) facilitate the distribution of materials to the registered and beneficial owners and to other interested parties; (f) providing a dedicated toll-free line for all shareholder queries; (g) provide status reporting to Company management; and (h) facilitate payment of all broker-forwarding invoices, subject to collection from the Company of monies for this purpose. 5. ACCEPTANCE OF SUBSCRIPTIONS Upon acceptance of a Subscription, Mellon shall: (a) Hold all monies received in a special account for the benefit of the Company. Promptly following the Expiration Time Mellon shall distribute to the Company the funds in such account and issue certificates for shares of Additional Common Stock issuable with respect to Subscriptions that have been accepted. Mellon will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with Mellon. (b) Advise the Company daily by telecopy and confirm by letter to the attention of Eugene Hynes (the "Company Representative") as to the total number of shares of Additional Common Stock Subscribed for, total number of Rights sold, total number of Rights partially Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at (203) 622-1150, confirmed by telecopy, of the amount of funds received identified in accordance with (a) above, deposited, available or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m., New York City Time, on the first full business day following the Expiration Time, advise the Company Representative in accordance with (b) above of the number of shares Subscribed for, the number of Subscription guarantees received and the number of shares of Additional Common Stock unsubscribed for. 6. COMPLETION OF SUBSCRIPTION OFFER Upon completion of the Subscription Offer: (a) Mellon shall requisition certificates from the Transfer Agent for the Common Stock for shares of Additional Common Stock for which Subscriptions have been received. (b) The Certificates shall be issued in registered form only. The Company shall appoint and have in office at all times a Transfer Agent and Registrar for the Certificates, which shall keep books and records of the registration and transfers and exchanges of Certificates (such books and records are hereinafter called the "Certificate Register"). The Company shall promptly notify the Transfer Agent and Registrar of the exercise of any Certificates. The Company shall promptly notify Mellon of any change in the Transfer Agent and Registrar of the Certificates. (c) All Certificates issued upon any registration of transfer or exchange of Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Certificates surrendered for such registration of transfer or exchange. (d) Any Certificate when duly endorsed in blank shall be deemed negotiable, and when a Certificate shall have been so endorsed the holder thereof may be treated by the Company, Mellon and all other persons dealing therewith as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented thereby, any notice to the contrary notwithstanding, but until such transfer is registered in the Certificate Register, the Company and Mellon may treat the registered holder thereof as the owner for all purposes. (e) For so long as this Agreement shall be in effect, the Company will reserve for issuance and keep available free from preemptive rights a sufficient number of shares of Additional Common Stock to permit the exercise in full of all Rights issued pursuant to the Subscription Offer. Subject to the terms and conditions of this Agreement, Mellon will request the Transfer Agent for the Common Stock to issue certificates evidencing the appropriate number of shares of Additional Common Stock as required from time to time in order to effectuate the Subscriptions. (f) The Company shall take any and all action, including without limitation obtaining the authorization, consent, lack of objection, registration or approval of any governmental authority, or the taking of any other action under the laws of the United States of America or any political subdivision thereof, to insure that all shares of Additional Common Stock issuable upon the exercise of the Certificates at the time of delivery of the certificates therefor (subject to payment of the Subscription Price) will be duly and validly issued and fully paid and non-assessable shares of Common Stock, free from all preemptive rights and taxes, liens, charges and security interests created by or imposed upon the Company with respect thereto. (g) The Company shall from time to time take all action necessary or appropriate to obtain and keep effective all registrations, permits, consents and approvals of the Securities and Exchange Commission and any other governmental agency or authority and make such filings under Federal and state laws which may be necessary or appropriate in connection with the issuance, sale, transfer and delivery of Certificates or Additional Common Stock issued upon exercise of Certificates. 7. PROCEDURE FOR DISCREPANCIES Mellon shall follow its regular procedures to attempt to reconcile any discrepancies between the number of shares of Additional Common Stock that any Certificate may indicate are to be issued to a stockholder and the number that the Record Stockholders List indicates may be issued to such stockholder. In any instance where Mellon cannot reconcile such discrepancies by following such procedures, Mellon will consult with the Company for instructions as to the number of shares of Additional Common Stock, if any, it is authorized to issue. In the absence of such instructions, Mellon is authorized not to issue any shares of Additional Common Stock to such stockholder. 8. PROCEDURE FOR DEFICIENT ITEMS Mellon shall examine the Certificates received by it as Subscription Agent to ascertain whether they appear to have been completed and executed in accordance with the applicable Letter of Instruction. In the event Mellon determines that any Certificate does not appear to have been properly completed or executed, or where the Certificates do not appear to be in proper form for Subscription, or any other irregularity in connection with the Subscription appears to exist, Mellon shall follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected. Mellon is not authorized to waive any irregularity in connection with the Subscription, unless Mellon shall have received from the Company the Certificate which was delivered, duly dated and signed by an authorized officer of the Company, indicating that any irregularity in such Certificate has been cured or waived and that such Certificate has been accepted by the Company. If any such irregularity is neither corrected nor waived, Mellon will return to the subscribing stockholder (at its option by either first class mail under a blanket surety bond or insurance protecting Mellon and the Company from losses or liabilities arising out of the non-receipt or nondelivery of Certificates or by registered mail insured separately for the value of such Certificates) to such stockholder's address as set forth in the Subscription any Certificates surrendered in connection therewith and any other documents received with such Certificates, and a letter of notice to be furnished by the Company explaining the reasons for the return of the Certificates and other documents. 9. DATE/TIME STAMP Each document received by Mellon relating to its duties hereunder shall be dated and time stamped when received. 10. TRANSFER PROCEDURES If certificates representing shares of Additional Common Stock are to be delivered by Mellon to a person other than the person in whose name a surrendered Certificate is registered, Mellon shall issue no certificate for Additional Common Stock until the Certificate so surrendered has been properly endorsed (or otherwise put in proper form for transfer). 11. TAX REPORTING Should any issue arise regarding federal income tax reporting or withholding, Mellon shall take such action as the Company reasonably instructs in writing. 12. TERMINATION The Company may terminate this Agreement at any time by so notifying Mellon in writing. Mellon may terminate this Agreement upon 30 days' prior notice to the Company. Upon any such termination, Mellon shall be relieved and discharged of any further responsibilities with respect to its duties hereunder. Upon payment of all Mellon's outstanding fees and expenses, Mellon shall forward to the Company or its designee promptly any Certificate or other document relating to Mellon's duties hereunder that Mellon may receive after its appointment has so terminated. Sections 13, 14, 15 and 20 of this Agreement shall survive any termination of this Agreement. 13. AUTHORIZATIONS AND PROTECTIONS As agent for the Company hereunder Mellon: (a) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by Mellon and the Company; (b) shall have no obligation to issue any shares of Additional Common Stock unless the Company shall have provided a sufficient number of certificates for such Additional Common Stock; (c) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of any Certificates surrendered to Mellon hereunder or shares of Additional Common Stock issued in exchange therefor, and will not be required to or be responsible for and will make no representations as to, the validity, sufficiency, value or genuineness of the Subscription Offer; (d) shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and where the taking of such action might, in Mellon's judgment, subject or expose it to any expense or liability Mellon shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to Mellon and believed by it to be genuine and to have been signed by the proper party or parties; (f) shall not be liable or responsible for any recital or statement contained in the Prospectus or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Subscription Offer, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions of officers of the Company with respect to any matter relating to Mellon acting as Subscription Agent covered by this Agreement (or supplementing or qualifying any such actions); (i) may consult with counsel satisfactory to Mellon, including internal counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by Mellon hereunder in good faith and in reliance upon the advice of such counsel; (j) may perform any of its duties hereunder either directly or by or through agents or attorneys and Mellon shall not be liable or responsible for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care by Mellon hereunder; and (k) Are not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person. 14. INDEMNIFICATION The Company agrees to indemnify Mellon for, and hold it harmless from and against, any loss, liability, claim or expense ("Loss") arising out of or in connection with Mellon's performance of its duties under this Agreement or this appointment, including the costs and expenses of defending itself against any Loss or enforcing this Agreement, except to the extent that such Loss shall have been determined by a court of competent jurisdiction to be a result of Mellon's gross negligence or intentional misconduct. 15. LIMITATION OF LIABILITY (a) In the absence of gross negligence or intentional misconduct on its part, Mellon shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. Anything in this agreement to the contrary notwithstanding, in no event shall Mellon be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Mellon has been advised of the likelihood of such damages and regardless of the form of action. Any liability of Mellon will be limited to the amount of fees paid by the Company hereunder. (b) In the event any question or dispute arises with respect to the proper interpretation of this Agreement or Mellon's duties hereunder or the rights of the Company or of any holders surrendering certificates for Shares pursuant to the Subscription Offer, Mellon shall not be required to act and shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and Mellon may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all stockholders and parties interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Mellon and executed by the Company and each such stockholder and party. In addition, Mellon may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the stockholders and all other parties that may have an interest in the settlement. 16. REPRESENTATIONS, WARRANTIES AND COVENANTS The Company represents, warrants and covenants that (a) it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) the making and consummation of the Subscription Offer and the execution, delivery and performance of all transactions contemplated thereby (including without limitation this Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the certificate of incorporation or bylaws of the Company or any indenture, agreement or instrument to which either is a party or is bound, (c) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, binding obligation of the Company, enforceable against the Company in accordance with its terms, (d) the Subscription Offer will comply in all material respects with all applicable requirements of law and (e) to the best of their knowledge, there is no litigation pending or threatened as of the date hereof in connection with the Subscription Offer. 17. NOTICES All notices, demands and other communications given pursuant to the terms and provisions hereof shall be in writing, shall be deemed effective on the date of receipt, and may be sent by facsimile, overnight delivery services, or by certified or registered mail, return receipt requested to: If to the Company: with an additional copy to: Lynch Corporation Mark L. Lakin, Esq. 140 Greenwich Avenue, 4th Floor Olshan Grundman Frome Rosenzweig & Greenwich, Connecticut 06830 Wolosky LLP Attn: Eugene Hynes Park Avenue Tower Tel: (203) 622-1150 65 East 55th Street Fax: (203) 622-1360 New York, New York 10022 Tel: (212) 451-2249 Fax: (212) 451-2222 If to Mellon: with an additional copy to: Mellon Bank, N.A. Mellon Bank, N.A. C/O Mellon Investor Services C/O Mellon Investor Services 480 Washington Blvd. 480 Washington Blvd. Jersey City, NJ 07310 Jersey City, NJ 07310 Attn: Mark Smith Attn: Legal Department Tel: Tel: Fax: Fax: 18. SPECIMEN SIGNATURES Set forth in Exhibit 6 hereto is a list of the names and specimen signatures of the persons authorized to act for the Company under this Agreement. The Secretary of the Company shall, from time to time, certify to Mellon the names and signatures of any other persons authorized to act for the Company, as the case may be, under this Agreement. 19. INSTRUCTIONS Any instructions given to Mellon orally, as permitted by any provision of this Agreement, shall be confirmed in writing by the Company as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section. 20. FEES Whether or not any Certificates are surrendered to Mellon, for its services as Subscription Agent and Information Agent hereunder, the Company shall pay to Mellon compensation in accordance with the fee schedule attached as Exhibit 1 hereto, together with reimbursement for out-of-pocket expenses, including reasonable fees and disbursements of counsel. All amounts owed to Mellon hereunder are due upon receipt of the invoice. Delinquent payments are subject to a late payment charge of one and one half percent (1.5%) per month commencing forty-five (45) days from the invoice date. 21. TERMINATION Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. Unless so terminated, this Agreement shall continue in effect until all Additional Shares of Common Stock have been received and paid for by eligible holders. In the event of such termination, the Company will appoint a successor Subscription Agent and inform Mellon of the name and address of any successor Subscription Agent so appointed, provided that no failure by the Company to appoint such a successor Subscription Agent shall affect the termination of this Agreement or the discharge of Mellon as Subscription Agent hereunder. Upon any such termination, Mellon shall be relieved and discharged of any further responsibilities with respect to its duties hereunder. Upon payment of all outstanding fees and expenses hereunder, Mellon shall promptly forward to the Company or its designee any certificates for Shares, Certificates, Election Forms, or any other document that Mellon may receive after its appointment has so terminated. 22. FORCE MAJEURE Mellon shall not be liable for any failure or delay arising out of conditions beyond its reasonable control including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, storms, electrical, mechanical, computer or communications facilities failures, acts of God or similar occurrences. 23. MISCELLANEOUS (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to conflict of laws, rules or principles. (b) No provision of this Agreement may be amended, modified or waived, except in writing signed by all of the parties hereto. (c) Except as expressly set forth elsewhere in this Agreement, all notices, instructions and communications under this Agreement shall be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature to this Agreement, or, if to the Subscription Agent, to Mellon Bank, N.A. c/o Mellon Investor Services, 480 Washington Blvd., Jersey City, New Jersey 07310, Attention: Reorganization Department, or to such other address as a party hereto shall notify the other parties. (d) In the event that any claim of inconsistency between this Agreement and the terms of the Subscription Offer arise, as they may from time to time be amended, the terms of the Subscription Offer shall control, except with respect to Mellon's duties, liabilities and rights, including without limitation compensation and indemnification, which shall be controlled by the terms of this Agreement. (e) If any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties hereto to the full extent permitted by applicable law. (f) This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of the parties hereto. (g) This Agreement may not be assigned by any party without the prior written consent of all parties. (h) Sections 13, 14, 15, and 20 hereof shall survive termination of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year above written. LYNCH CORPORATION By: ---------------------------------------- Name: John C. Ferrara Title: President and Chief Executive Officer Accepted as of the date above first written: MELLON BANK, N.A. AS SUBSCRIPTION & INFORMATION AGENT By: ---------------------------------------- Name: Title: Exhibit 1 Fee Schedule Exhibit 2 Prospectus Exhibit 3 Letter of Instruction Exhibit 4 Notice of Guaranteed Delivery Exhibit 5 Form of Certificate Exhibit 6 List of Authorized Representatives Exhibit 1 SCHEDULE OF FEES AS SUBSCRIPTION AGENT SET-UP & ADMINISTRATIVE FEE $10,000.00 PROCESS BASIC SUBSCRIPTIONS, EACH $15.00 ISSUING SUBSCRIPTION CERTIFICATES TO RECORD DATE HOLDERS, EACH $5.00 PROCESSING OVERSUBSCRIPTIONS, INCLUDING PRO-RATIONS & REFUNDS, EACH $10.00 ADDITIONAL HANDLING ITEMS, EACH $25.00 Including Notice of Guaranteed Deliveries, Withdrawals, Legal Items, Correspondence, Partials, Defective Items, Lost Items, Window Items, Items not providing a Taxpayer Identification Number, Over-Subscriptions, Backup Withholding, Multiple Checks (per check), Foreign Holders, etc. ISSUING AND COLLECTING DUE BILLS, EACH $25.00 AFFIXING RESTRICTIVE LEGENDS ON CERTIFICATES, EACH $50.00 MIDNIGHT EXPIRATIONS, EACH (ONLY IF APPLICABLE) $5,000.00, each Includes System Time, Security, Window Facility, Post Office Pick Up, etc. EXTENSION OF OFFER, EACH (ONLY IF APPLICABLE) $5,000.00, each OFFICE OF FOREIGN ASSET CONTROL (OFAC) REPORTING, EACH HOLDER $1.00 per year SPECIAL SERVICES, ONLY IF APPLICABLE: * Additional Changes to the Shareholder File $50.00/account (including transfer journal updates) * Sale/Transfer of Rights Through Mellon $25.00/account * Internal Attorney Review of the Agreement (if $1,000.00 there are any variations of the standard language) * Conversion Delays/Mail Date Changes $500.00 each * Programming Fees $250.00/hour * Consultative Services $200.00/hour * Archive Storage, per month $50.00 * Changes to Standard Documents By Appraisal * Additional Special Services By Appraisal OUT OF POCKET EXPENSES Additional Including Postage, Printing, Stationery, Overtime, Transportation, etc. MINIMUM FEE, EXCLUSIVE OF SPECIAL SERVICES $30,000.00 If the aggregate amount of fees to be charged as described above, exclusive of Special Services, Midnight Expirations, Extensions of Offer, and Out of Pocket Expenses, is less than $30,000.00, a total fee of $30,000.00 will apply. SCHEDULE OF FEES AS INFORMATION AGENT INFORMATION AGENT FEE $7,500.00 FACILITY FEE $350.00 Per Week EXTENSION FEE $1,000.00 per Extension OUTGOING & INBOUND CALLS $39.50 per CSR hour INBOUND CALLS TO IVR $1.95 per Call PRINTING & LOGISTICS By Appraisal (Any estimate is based on the current information) MEDIA, DRAFTING & PROGRAMMING SERVICES $250.00 per hour SPECIAL SERVICES, IF APPLICABLE * Wall Street Journal National Edition By Appraisal Advertisement * New York Times Advertisement By Appraisal * Additional Special Services By Appraisal MELLON BANK, N.A. SCHEDULE OF FEES EXECUTIVE WHITE GLOVE SERVICE *(OPTIONAL) Servicing Fee $1,000.00 per executive Out of-pocket expenses Additional MELLON'S EXECUTIVE WHITE GLOVE SERVICE ALLOWS CLIENTS TO PROVIDE SELECT EXECUTIVES OR KEY SHAREHOLDERS WITH A PREMIUM LEVEL OF SERVICE. THIS SERVICE INCLUDES DELIVERY OF CERTIFICATES AND ELECTION/TRANSMITTAL FORMS TO THE ADMINISTRATOR OR PROJECT MANAGER; A PERSONAL CONTACT FOR SERVICE INQUIRIES; RECEIPT OF FUNDS BY WIRE; AND CERTIFICATES RUSHED TO THE SHAREHOLDER BY OVERNIGHT COURIER. IF THIS SERVICE IS NOT SELECTED, OUR PRICING CONTEMPLATES THAT ALL SHAREHOLDERS WILL RETURN THEIR ITEMS IN ACCORDANCE WITH THE STANDARD PROCEDURE OUTLINED IN THE SHAREHOLDER MATERIALS AND ALL INQUIRIES WILL BE MADE TO THE PUBLISHED TOLL FREE TELEPHONE LINE. ADDITIONALLY, WITHOUT THIS SERVICE, ALL SHAREHOLDERS WILL RECEIVE FUNDS BY CHECK AND CERTIFICATES WILL BE MAILED AND ALL PROCESSING WILL BE IN ACCORDANCE WITH OUR NORMAL TIMEFRAMES AND PROCEDURES. Exhibit 2 [PROSPECTUS] Exhibit 3 [INSTRUCTIONS FOR USE OF SUBSCRIPTION CERTIFICATES] Exhibit 4 [NOTICE OF GUARANTEED DELIVERY] Exhibit 5 [SUBSCRIPTION CERTIFICATE] Exhibit 6 NAME SPECIMEN SIGNATURE John C. Ferrara /S/JOHN C. FERRARA ------------------------------- Eugene Hynes /S/EUGENE HYNES -------------------------------
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8-A12B Filing
LGL (LGL) 8-A12BRegistration of securities on exchange
Filed: 10 Nov 05, 12:00am