SEVERANCE AND CHANGE-IN-CONTROL AGREEMENTSeverance and Change-in-Control Agreement • March 31st, 2017 • Numerex Corp /Pa/ • Communications equipment, nec • Georgia
This Severance and Change-in-Control Agreement (this "Agreement") is effective as of March 6, 2017 (the "Effective Date"), by and between Numerex Corp, a Pennsylvania corporation (the "Company") and Kelly Gay (the "Employee"). The Company and the Employee are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties".
ContractWarrant Agreement • March 31st, 2017 • Numerex Corp /Pa/ • Communications equipment, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractSenior Subordinated Promissory Note • March 31st, 2017 • Numerex Corp /Pa/ • Communications equipment, nec • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
