BERLINER COMMUNICATIONS, INC. 7% SENIOR SUBORDINATED SECURED CONVERTIBLE NOTE DUE 2008Convertible Note • February 8th, 2007 • Berliner Communications Inc • Radiotelephone communications • New York
BERLINER COMMUNICATIONS, INC. Common Stock Purchase WarrantCommon Stock Purchase Warrant • February 8th, 2007 • Berliner Communications Inc • Radiotelephone communications • New York
BERLINER COMMUNICATIONS, INC., a Delaware corporation, hereby certifies that, for value received, [WARRANTHOLDER] or registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m., New York City time, on the Expiration Date (such capitalized term and all other capitalized terms used herein having the respective meanings provided herein), [NUMBER OF] fully paid and nonassessable shares of Common Stock at a purchase price per share equal to the Purchase Price. The number of such shares of Common Stock and the Purchase Price are subject to adjustment as provided in this Warrant.
JOINDER AGREEMENTJoinder Agreement • February 8th, 2007 • Berliner Communications Inc • Radiotelephone communications • New York
[NOTEHOLDER] (the “undersigned”) is executing and delivering this Joinder Agreement (this “Agreement”) pursuant to Section 10(h)(2) of that certain Note Purchase Agreement, dated as of December 29, 2006, by and among Berliner Communications, Inc. (“Berliner”) and certain investors set forth in Schedule A attached thereto (the “Note Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.
