REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2005 • Numerex Corp /Pa/ • Communications equipment, nec • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Company and the Purchaser (the “Securities Purchase Agreement”), and pursuant to the Note and the Warrant referred to therein. The Company and the Purchaser hereby agree as follows:
ContractWarrant Agreement • February 3rd, 2005 • Numerex Corp /Pa/ • Communications equipment, nec • New York
THIS WARRANT AND THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO NUMEREX CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractConvertible Term Note • February 3rd, 2005 • Numerex Corp /Pa/ • Communications equipment, nec • New York
THIS NOTE AND THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE CLASS A COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO NUMEREX CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
NUMEREX CORP. SECURITIES PURCHASE AGREEMENT January 28, 2005Securities Purchase Agreement • February 3rd, 2005 • Numerex Corp /Pa/ • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of January 28, 2005, by and between NUMEREX CORP., a Pennsylvania corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
GUARANTYGuaranty • February 3rd, 2005 • Numerex Corp /Pa/ • Communications equipment, nec • New York
FOR VALUE RECEIVED, and in consideration of loans made or to be made or credit otherwise extended or to be extended by LAURUS MASTER FUND, LTD. (“Laurus”) to or for the account of NUMEREX CORP. (“Company”) from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantor” or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of Company to Laurus arising under, out of, or in connection with that certain Convertible Te
SECURITY AGREEMENTSecurity Agreement • February 3rd, 2005 • Numerex Corp /Pa/ • Communications equipment, nec • New York
