NUMEREX CORP. WARRANTNumerex Corp /Pa/ • August 8th, 2017 • Communications equipment, nec
NUMEREX CORP, a Pennsylvania corporation (the “Company”), hereby certifies that, for value received, HCP-FVF, LLC or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 895,944 (subject to adjustment as provided herein) fully paid and non-assessable shares of common stock, no par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $4.14 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof (the “Issuance Date”) and through and including June 7, 2027 (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is being issued pursuant to Section 3.6 of that certain Note Purchase Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, or otherwise modified from
ContractNote Purchase Agreement • August 8th, 2017 • Numerex Corp /Pa/ • Communications equipment, nec • New York
CONFIDENTIAL TREATMENT REQUESTED – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. THE OMITTED PORTIONS HAVE BEEN REPLACED WITH “****.
GUARANTY AND COLLATERAL AGREEMENT dated as of June 7, 2017 by and among NUMEREX CORP., CELLEMETRY LLC, CELLEMETRY SERVICES, LLC, NUMEREX GOVERNMENT SERVICES LLC, NUMEREX SOLUTIONS, LLC, ORBIT ONE COMMUNICATIONS, LLC, UBLIP, INC., UPLINK SECURITY, LLC,...Guaranty and Collateral Agreement • August 8th, 2017 • Numerex Corp /Pa/ • Communications equipment, nec • New York
THIS GUARANTY AND COLLATERAL AGREEMENT, dated as of June 7, 2017 (this “Agreement”), is entered into by and among (i) NUMEREX CORP., a Pennsylvania corporation (“Borrower”), and (ii) CELLEMETRY LLC, a Delaware limited liability company, CELLEMETRY SERVICES, LLC, a Georgia limited liability company, NUMEREX GOVERNMENT SERVICES LLC, a Georgia limited liability company, NUMEREX SOLUTIONS, LLC, a Delaware limited liability company, ORBIT ONE COMMUNICATIONS, LLC, a Georgia limited liability company, UBLIP, INC., a Georgia corporation, UPLINK SECURITY, LLC, a Georgia limited liability company, NEXTALARM, LLC, a Georgia limited liability company, OMNILINK SYSTEMS INC., a Delaware corporation, TELEMETRY SERVICES CORPORATION, a Delaware corporation (each individually referred to herein as a “Guarantor” and collectively, the “Guarantors”; and together with Borrower and any other Person that becomes a party hereto as provided herein, each individually a “Grantor” and collectively, the “Grantors”)
