2,315,000 Shares* NUMEREX CORP. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2013 • Numerex Corp /Pa/ • Communications equipment, nec • New York
Contract Type FiledJanuary 28th, 2013 Company Industry JurisdictionNumerex Corp., a Pennsylvania corporation (the “Company”), proposes to issue and sell 2,315,000 shares (the “Firm Shares”) of the Company’s Class A common stock, no par value per share (the “Common Stock”), to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 347,250 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”