DATED May 5, 1997 ---------------------------------Numerex Corp /Pa/ • January 29th, 1998 • Communications equipment, nec • England
amongShareholders' Agreement • January 29th, 1998 • Numerex Corp /Pa/ • Communications equipment, nec • Pennsylvania
RECITALSOperating Agreement • November 26th, 1999 • Numerex Corp /Pa/ • Communications equipment, nec • Delaware
RECITALSSecurities Purchase Agreement • January 15th, 2004 • Numerex Corp /Pa/ • Communications equipment, nec • New York
NUMEREX CORP. CONVERTIBLE PREFERRED STOCK TERM SHEETNumerex Corp /Pa/ • June 25th, 1999 • Communications equipment, nec
EXHIBIT 4.4 SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o Onshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands Gentlemen: 1. To secure the payment of all Obligations (as hereafter...Security Agreement • January 15th, 2004 • Numerex Corp /Pa/ • Communications equipment, nec • New York
EXHIBIT 2.11 LOAN AND SECURITY AGREEMENT Dated as of July 16, 1997Loan and Security Agreement • January 29th, 1998 • Numerex Corp /Pa/ • Communications equipment, nec • Pennsylvania
EXHIBIT 10.26 Consulting Agreement This consulting agreement (the "Agreement"), is made effective as of this 7th day of July 1998 by and between NumereX Corp. ("Company") and John J. Reis ("Consultant"). Whereas, for personal reason, Mr. Reis has...Consulting Agreement • January 29th, 1999 • Numerex Corp /Pa/ • Communications equipment, nec
EXHIBIT 4.3 THIS WARRANT AND THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE CLASS A COMMON STOCK...Numerex Corp /Pa/ • January 15th, 2004 • Communications equipment, nec • New York
EXHIBIT 10.19 EMPLOYMENT AGREEMENT BETWEEN NUMEREX CORP. AND CHARLES L. MCNEW THIS EMPLOYMENT AGREEMENT (the "Agreement"), made effective as of the 15th day of July 1998, by and between Numerex Corp., a corporation incorporated under the laws of the...Employment Agreement • January 29th, 1999 • Numerex Corp /Pa/ • Communications equipment, nec • Pennsylvania
ARTICLE I INTEREST & AMORTIZATIONNumerex Corp /Pa/ • January 15th, 2004 • Communications equipment, nec • New York
EXHIBIT 4.6 INTERCREDITOR AGREEMENT FOR VALUE RECEIVED, and in order to induce LAURUS MASTER FUND, LTD. ("Laurus") now and from time to time hereafter to extend financial accommodations to, or otherwise extend or continue to extend credit to or for...Intercreditor Agreement • January 15th, 2004 • Numerex Corp /Pa/ • Communications equipment, nec • New York
EXECUTION COPY SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "AGREEMENT") is executed by NUMEREX CORP. ("NUMEREX"), NUMEREX INVESTMENT CORP. ("NI"), NUMEREX SOLUTIONS LLC ("NS"), DCX SYSTEMS, INC. ("DCX"), BNI SOLUTIONS LLC ("BNI"), BROADBAND...Security Agreement • April 11th, 2003 • Numerex Corp /Pa/ • Communications equipment, nec
EXHIBIT 10.20Employment Agreement • January 27th, 1997 • Numerex Corp /Pa/ • Communications equipment, nec • Pennsylvania
EXHIBIT 4.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of January 13, 2004, by and between Numerex Corp., a Pennsylvania corporation (the "COMPANY"), and Laurus Master Fund, Ltd....Registration Rights Agreement • January 15th, 2004 • Numerex Corp /Pa/ • Communications equipment, nec • New York
Exhibit 99.5 SECURITY AND PLEDGE AGREEMENT This Security Agreement (this "Agreement"), dated as of March 28, 2003, is executed by Numerex Corp., a Pennsylvania corporation ("Numerex") and Digilog, Inc., a Pennsylvania corporation ("Digilog" and...Security and Pledge Agreement • April 11th, 2003 • Numerex Corp /Pa/ • Communications equipment, nec
EXHIBIT 10.26Severance Agreement • January 27th, 1997 • Numerex Corp /Pa/ • Communications equipment, nec • Pennsylvania
LOAN AGREEMENT THIS LOAN AGREEMENT (the "Agreement"), is entered into as of February 12, 1997, between NUMEREX CORP. ("NumereX") AND ITS U.S. SUBSIDIARIES listed on the signature pages hereto (NumereX and such Subsidiaries each individually a...Loan Agreement • March 12th, 1997 • Numerex Corp /Pa/ • Communications equipment, nec
AGREEMENTNumerex Corp /Pa/ • November 26th, 1999 • Communications equipment, nec • England
ARTICLE I INTERPRETATIONFunds Escrow Agreement • January 15th, 2004 • Numerex Corp /Pa/ • Communications equipment, nec • New York
Exhibit 99.4 LINE OF CREDIT AGREEMENT This Line of Credit Agreement (this "Agreement") is dated as of March 28, 2003 by and between Digilog, Inc., a Pennsylvania corporation ("Debtor") and Alethea Limited Partnership, a Delaware limited partnership...Line of Credit Agreement • April 11th, 2003 • Numerex Corp /Pa/ • Communications equipment, nec • Florida
GUARANTYNumerex Corp /Pa/ • January 15th, 2004 • Communications equipment, nec
2,315,000 Shares* NUMEREX CORP. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2013 • Numerex Corp /Pa/ • Communications equipment, nec • New York
Numerex 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.”
BETWEEN NUMEREX CORP. ANDTeaming Agreement • January 29th, 1998 • Numerex Corp /Pa/ • Communications equipment, nec • Pennsylvania
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 7th, 2017 • Numerex Corp /Pa/ • Communications equipment, nec • New York
AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2017 (this “Agreement”), by and among Sierra Wireless, Inc., a corporation organized under the laws of Canada (“Parent”), Numerex Corp., a Pennsylvania corporation (the “Company”) and Wireless Acquisition Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of Parent (“Merger Sub”).
CONVERTIBLE LINE OF CREDIT NOTENumerex Corp /Pa/ • March 12th, 1997 • Communications equipment, nec
LOAN AGREEMENTLoan Agreement • January 29th, 1998 • Numerex Corp /Pa/ • Communications equipment, nec
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2005 • Numerex Corp /Pa/ • Communications equipment, nec • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Company and the Purchaser (the “Securities Purchase Agreement”), and pursuant to the Note and the Warrant referred to therein. The Company and the Purchaser hereby agree as follows:
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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2007 • Numerex Corp /Pa/ • Communications equipment, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 29, 2006, by and between Numerex Corp., a Pennsylvania corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2010 • Numerex Corp /Pa/ • Communications equipment, nec
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 4, 2010 (the “Effective Date”) between (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 3353 Peachtree Road, NE, North Tower, Suite M-10, Atlanta, Georgia 30326 (“Bank”), and (b) NUMEREX CORP., a Pennsylvania corporation (“Numerex”), BROADBAND NETWORKS, INC, a Delaware corporation (“Broadband”), CELLEMETRY LLC, a Delaware limited liability company (“Cellemetry”), CELLEMETRY SERVICES, LLC, a Georgia limited liability company (“Services”), DCX SYSTEMS INC., a Pennsylvania corporation (“DCX”), DIGILOG. INC., a Pennsylvania corporation (“Digilog”), NUMEREX GOVERNMENT SERVICES LLC, a Georgia limited liability company (‘Government Services”), NUMEREX SOLUTIONS, LLC, a Delaware limited liability company (“Solutions”), ORBIT ONE COMMUNICATIONS, LLC, a Georgia limited liability company (“Orbit”), UBLIP, INC., a Georgia corporation (“uBlip”), and UPLINK SECURITY, LLC, a Georgia limited l
EXHIBIT 2.9 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 29th, 1998 • Numerex Corp /Pa/ • Communications equipment, nec • Pennsylvania
SEVERANCE AND CHANGE-IN-CONTROL AGREEMENTSeverance and Change • 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".
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 “****.
AGREEMENTAgreement • March 31st, 2016 • Numerex Corp /Pa/ • Communications equipment, nec • Pennsylvania
This Agreement (this “Agreement”) is made and entered into as of March 30, 2016 by and among Numerex Corp. (the “Company”) and Gwynedd Resources, Ltd. (“Gwynedd”), each of the Company and Gwynedd, a “Party” to this Agreement, and collectively, the “Parties”.
