REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2007 • Numerex Corp /Pa/ • Communications equipment, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 29, 2006, by and between Numerex Corp., a Pennsylvania corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”).
ContractSecured Convertible Term Note • January 5th, 2007 • Numerex Corp /Pa/ • Communications equipment, nec • New York
THIS NOTE AND THE COMMON SHARES 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 COMMON SHARES 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.
PLEDGE AGREEMENTPledge Agreement • January 5th, 2007 • Numerex Corp /Pa/ • Communications equipment, nec • New York
This Pledge Agreement (this “Agreement”), dated as of December 29, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”), Numerex Corp., a Pennsylvania corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
SUBSIDIARY GUARANTY (this “Guaranty”)Subsidiary Guaranty • January 5th, 2007 • 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”), a Cayman Islands company, to or for the account of NUMEREX CORP. (“Company”), a Pennsylvania corporation, 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, o
NUMEREX CORP. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT (this “Agreement”)Master Security Agreement • January 5th, 2007 • Numerex Corp /Pa/ • Communications equipment, nec • New York
ContractWarrant Agreement • January 5th, 2007 • 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2007 • Numerex Corp /Pa/ • Communications equipment, nec • New York
