BERLINER COMMUNICATIONS, INC. Common Stock Purchase WarrantBerliner Communications Inc • January 5th, 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), 150,000 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 • January 5th, 2007 • Radiotelephone communications • New York
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • January 5th, 2007 • Berliner Communications Inc • Radiotelephone communications • New York
THIS ADVISORY SERVICES AGREEMENT (this “AGREEMENT”) is made as of December 29, 2006, by and between Sigma Capital Advisors, LLC, a Delaware limited liability company (the “SERVICE PROVIDER”), and Berliner Communications, Inc., a Delaware corporation (“BERLINER”).
NOTE PURCHASE AGREEMENT dated as of December 29, 2006 by and between BERLINER COMMUNICATIONS, INC. and THOSE INVESTORS SET FORTH IN SCHEDULE A SENIOR SUBORDINATED SECURED CONVERTIBLE NOTES AND COMMON STOCK PURCHASE WARRANTSNote Purchase Agreement • January 5th, 2007 • Berliner Communications Inc • Radiotelephone communications • New York
THIS NOTE PURCHASE AGREEMENT, dated as of December 29, 2006 (this “Agreement”), by and between BERLINER COMMUNICATIONS, INC., a Delaware corporation (the “Company”), with headquarters located at 20 Bushes Lane, Elmwood Park, New Jersey, 07407, and THOSE INVESTORS SET FORTH IN SCHEDULE A (each a “Buyer” and together the “Buyers”).
BERLINER COMMUNICATIONS, INC. BCI COMMUNICATIONS, INC. 20 Bushes Lane Elmwood Park, New Jersey 07407Berliner Communications Inc • January 5th, 2007 • Radiotelephone communications • New York
To secure the payment of our obligations to you pursuant to the Transaction Documents, including the payment of principal and interest under the senior subordinated secured convertible promissory note in the principal amount of $3,000,000, dated December 29, 2006, payable to you or order (the “Note”), and to secure the performance of all obligations in your favor under any of the Transaction Documents, including any other agreement securing, guaranteeing or otherwise pertaining to the Note, we hereby grant you a continuing lien and security interest in all our accounts, inventory, furniture, fixtures, equipment, general intangibles, patents, licenses, investment property, promissory notes, instruments, documents and tangible and electronic chattel paper, and all goods represented thereby and all goods that may be reclaimed or repossessed from or returned by account debtors and all proceeds, products, rents and profits thereof (all as such terms are defined in the New York State Uniform
