BERLINER COMMUNICATIONS, INC. Common Stock Purchase WarrantBerliner Communications Inc • February 22nd, 2007 • Radiotelephone communications • New York
BERLINER COMMUNICATIONS, INC., a Delaware corporation, hereby certifies that, for value received, Sigma Capital Advisors, LLC 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), 25,000 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.
BERLINER COMMUNICATIONS, INC. 7% SENIOR SUBORDINATED SECURED CONVERTIBLE NOTE DUE 2008Berliner Communications Inc • February 22nd, 2007 • Radiotelephone communications • New York
JOINDER AGREEMENTJoinder Agreement • February 22nd, 2007 • Berliner Communications Inc • Radiotelephone communications • New York
Sigma Berliner, LLC, a Delaware Limited Liability Company (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.
