EXHIBIT 99.4
June 11, 2007
Xx. X. XxXxxx Xx. X. Xxxxxx
0000 Xxxxxxxxxxx Xxxxxx 000 Xxxx 00xx Xxxxxx, Xxxxx 00X
Xxxxxxxxxxxx, XX 00000 Xxx Xxxx, XX 00000
Re: Rye 68, LLC
Gentlemen:
The purpose of this letter agreement is to detail the terms of our
agreement regarding the purchase by Rye 68, LLC ("Rye 68") of 500,000 shares of
Class A Common Stock ("Stock") of Numerex Corp. ("NMRX") from Xx. Xxxxxxx Xxxxxx
("Xx. Xxxxxx"). This letter agreement shall serve as Rye 68's operating
agreement. Any issues not addressed herein shall be supplemented by reference to
the Delaware limited liability company law. Accordingly, the undersigned herby
agree as follows:
1. Rye 68 is a special purpose limited liability company formed in
Delaware to purchase 500,000 shares of NMRX Stock from Xx. Xxxxxx. Rye 68's sole
business will be acquiring said Stock and repaying the indebtedness incurred to
Xx. Xxxxxx in connection with the acquisition of said Stock.
2. The Stock will be acquired from Xx. Xxxxxx pursuant to Stock Purchase
Agreement between Rye 68 and Xx. Xxxxxx (the "SPA"), a Promissory Note and Stock
Pledge Agreement made by Rye 68 in favor of Xx. Xxxxxx (the "Note") and an
Escrow Agreement among Rye 68, Xx. Xxxxxx and the escrow agent designated
therein (the "Escrow Agreement"; the SPA, the Note and the Escrow Agreement are
collectively referred to as the "Transaction Documents"). The undersigned
Messrs. McGill, Beazer and Xxxx acknowledge that copies of the Transaction
Documents are attached hereto as Exhibit "A" and that Rye 68 is authorized to
sign the Transaction Documents and to proceed to consummate the transactions
described therein.
3. The undersigned Messrs. McGill, Beazer and Xxxx will be the sole
members of Rye 68. Rye 68 has 100 authorized membership units. Xx. XxXxxx shall
be entitled to 50 membership units in Rye 68 in exchange for a capital
contribution of $1,031,250 and Xx. Xxxxxx and Xx. Xxxx shall each be entitled to
25 membership units in Rye 68 in exchange for capital contributions of $515,625.
No additional membership units will be issued absent the unanimous concurrence
of all Rye 68 members. Capital contributions will be made by funding into Rye
68's account at East River Bank, 0000 Xxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000.
Xx. Xxx XxXxxx
Xx. Xxxxx Xxxxxx
June 11, 2007
Page 2
4. The undersigned Messrs. McGill, Beazer and Xxxx will constitute the
Board of Managers of Rye 68 and agree that no additional Managers will be
appointed without the unanimous concurrence of all Rye 68 managers. Further, the
Board of Managers agree that all material decisions regarding Rye 68 will be
made with the unanimous assent of the Board of Managers.
5. The undersigned Messrs. McGill, Beazer and Xxxx agree that the neither
the Rye 68 membership units nor the Stock will be directly or indirectly sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of absent the
unanimous consent of all Members. In the event that a member dies or becomes
incapacitated prior to repayment of the Note, the remaining members shall be
deemed to hold the deceased or incapacitated members membership units in trust
on behalf of the deceased Member's heirs or on behalf of the incapacitated
member until the Note has been repaid.
6. The undersigned members and Board of Managers agree that they will
liquidate Rye 68 and/or distribute the NMRX Shares to Rye 68's members in
accordance with their respective ownership interest immediately after the Note
has been repaid in full.
7. EACH OF THE UNDERSIGNED AGREE THAT THIS LETTER AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THAT ANY
DISPUTE RELATED HERETO SHALL BE RESOLVED IN THE FEDERAL OR STATE COURTS RESIDENT
IN BOROUGH OF MANHATTAN AND EACH OF THE UNDERSIGNED FURTHER CONSENTS TO THE
EXCLUSIVE JURISDICTION OF SAID COURTS AND WAIVES ANY RIGHT TO A JURY TRIAL IN
CONNECTION WITH SUCH DISPUTE.
Xx. Xxx XxXxxx
Xx. Xxxxx Xxxxxx
June 11, 2007
Page 3
I look forward to a successful investment with each of you in Rye 68. If
the foregoing is in accord with our agreements, please indicate by your
signature below.
Kind Regards,
/s/ Xxxxxx X. Xxxx
Xxxxxx Xxxx
ACCEPTED & AGREED
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
/s/ Xxxx X. XxXxxx
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XXXX X. XXXXXX
RYE 68, LLC
By: Xxxxxx X. Xxxx
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XXXXXX X. XXXX
