exv4w5



 






Exhibit 4.5




GUARANTY




	 	 	 
	New York, New York

	 	January 28, 2005






     FOR VALUE RECEIVED, and in consideration of loans made or to be made or credit otherwise
extended or to be extended by LAURUS MASTER FUND, LTD. (“Laurus”) to or for the account of NUMEREX
CORP. (“Company”) from time to time and at any time and for other good and valuable consideration
and to induce Laurus, in its discretion, to make such loans or extensions of credit and to make or
grant such renewals, extensions, releases of collateral or relinquishments of legal rights as
Laurus may deem advisable, the undersigned (and each of them if more than one, the liability under
this Guaranty being joint and several) (jointly and severally referred to as “Guarantor” or “the
undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the
prompt payment when due (whether by acceleration or otherwise) of all present and future
obligations and liabilities of any and all kinds of Company to Laurus arising under, out of, or in
connection with that certain Convertible Term Note dated as of the date hereof made by Company in
favor of Laurus (as amended, modified, restated or supplemented from time to time, the “Note”) and
all other documents, agreements and instruments of any nature entered into in connection therewith
(the Note and all such other documents, agreements and instruments, collectively, the “Documents”)
(all of which are herein collectively referred to as the “Obligations”), and irrespective of the
genuineness, validity, regularity or enforceability of such Obligations, or of any instrument
evidencing any of the Obligations or of any security interest in and to any collateral therefor or
of the existence or extent of such collateral, and irrespective of the allowability, allowance or
disallowance of any or all of the Obligations in any case commenced by or against Company under
Title 11, United States Code, including, without limitation, obligations or indebtedness of Company
for post-petition interest, fees, costs and charges that would have accrued or been added to the
Obligations but for the commencement of such case. In furtherance of the foregoing, the
undersigned hereby agrees as follows:



     1. No Impairment. Laurus may at any time and from time to time, either before or
after the maturity thereof, without notice to or further consent of the undersigned, extend the
time of payment of, exchange or surrender any collateral for, renew or extend any of the
Obligations or increase or decrease the interest rate thereon, and may also make any agreement with
Company or with any other party to or person liable on any of the Obligations, or interested
therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or
in part, or for any modification of the terms thereof or of any agreement between Laurus and
Company or any such other party or person, or make any election of rights Laurus may deem desirable
under the United States Bankruptcy Code, as amended, or any other federal or state bankruptcy,
reorganization, moratorium or insolvency law relating to or affecting the enforcement of creditors’
rights generally (any of the foregoing, an “Insolvency Law”) without in any way impairing or
affecting this Guaranty. This Guaranty shall be effective regardless of the subsequent
incorporation, merger or consolidation of Company, or any change in the composition, nature,
personnel or location of Company and shall extend to any successor entity to Company, including a
debtor in possession or the like under any Insolvency Law.



 









 





     2. Guaranty Absolute. The undersigned guarantees that the Obligations will be paid
strictly in accordance with the terms of the Note and/or any other document, instrument or
agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the rights of Company with
respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a
contract of “continuing guaranty” which risk includes the possibility that Company will contract
additional indebtedness for which Guarantor may be liable hereunder after Company’s financial
condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not
Company has properly authorized incurring such additional indebtedness. The undersigned
acknowledges that (i) no oral representations, including any representations to extend credit or
provide other financial accommodations to Company, have been made by Laurus to induce the
undersigned to enter into this Guaranty and (ii) any extension of credit to the Company shall be
governed solely by the provisions of the Note, the other Documents and applicable law. The
liability of the undersigned under this Guaranty shall be absolute and unconditional, in accordance
with its terms, and shall remain in full force and effect without regard to, and shall not be
released, suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal,
extension, amendment or modification of or addition, consent or supplement to or deletion from or
any other action or inaction under or in respect of the Documents or any other instruments or
agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack
of validity or enforceability of any Document or other documents, instruments or agreements
relating to the Obligations or any assignment or transfer of any thereof to an assignee of the Note
permitted pursuant to the terms of the Note and the other Documents, (c) any furnishing of any
additional security to Laurus or its assignees or any acceptance thereof or any release of any
security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation
under the Documents or any other documents, instruments or agreements relating to the Obligations
or any assignment or transfer of any thereof to an assignee of the Note permitted pursuant to the
terms of the Note and the other Documents, or any invalidity or unenforceability, in whole or in
part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like
proceeding relating to Company, or any action taken with respect to this Guaranty by any trustee or
receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice
or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral,
or any release, or amendment or waiver of or consent to departure from any guaranty or security,
for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to
Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable
to the Obligations (but without duplication of any interest accrued or payable under the Note).
Obligations include post-petition interest whether or not allowed or allowable.



     3. Waivers. (a) This Guaranty is a guaranty of payment and not of collection. Laurus
shall be under no obligation to institute suit, exercise rights or remedies or take any other
action against Company or any other person liable with respect to any of the Obligations or resort
to any collateral security held by it to secure any of the Obligations as a condition precedent
to the undersigned being obligated to perform as agreed herein and Guarantor hereby waives to the



2









 





fullest extent permitted by applicable law any and all rights which it may have by statute or
otherwise which would require Laurus to do any of the foregoing. Guarantor further consents and
agrees that Laurus shall be under no obligation to marshal any assets in favor of Guarantor, or
against or in payment of any or all of the Obligations. The undersigned hereby waives all
suretyship defenses and any rights to interpose any defense, counterclaim or offset of any nature
and description which the undersigned may have by virtue of its status as a guarantor or surety of
the Obligations.




          (b) The undersigned further waives (i) notice of the acceptance of this Guaranty, of the
making of any such loans or extensions of credit, and of all notices and demands of any kind to
which the undersigned may be entitled, including, without limitation, notice of adverse change in
Company’s financial condition or of any other fact which might materially increase the risk of the
undersigned and (ii) presentment to or demand of payment from anyone whomsoever liable upon any of
the Obligations, protest, notices of presentment, non-payment or protest and notice of any sale of
collateral security or any default of any sort, other than to the extent any such notice is
required under the Note, the other Documents or applicable law.




          (c) Notwithstanding any payment or payments made by the undersigned hereunder, or any setoff
or application of funds of the undersigned by Laurus, the undersigned shall not be entitled to be
subrogated to any of the rights of Laurus against Company or against any collateral or guarantee or
right of offset held by Laurus for the payment of the Obligations, nor shall the undersigned seek
or be entitled to seek any contribution or reimbursement from Company in respect of payments made
by the undersigned hereunder, in each case until all amounts owing to Laurus by Company on account
of the Obligations are paid in full and the Note has been terminated. If, notwithstanding the
foregoing, any amount shall be paid to the undersigned on account of such subrogation rights at any
time when all of the Obligations shall not have been paid in full and the Note shall not have been
terminated, such amount shall be held by the undersigned in trust for Laurus, segregated from other
funds of the undersigned, and shall forthwith upon, and in any event within two (2) business days
of, receipt by the undersigned, be turned over to Laurus in the exact form received by the
undersigned (duly endorsed by the undersigned to Laurus, if required), to be applied against the
Obligations, whether matured or unmatured, in such order as Laurus may determine, subject to the
provisions of the Note. Any and all present and future debts and obligations of Company to any of
the undersigned are hereby waived and postponed in favor of, and subordinated to the full payment
and performance of, all present and future debts and obligations of Company to Laurus.




     4. Security. All sums at any time to the credit of the undersigned and any property
of the undersigned in Laurus’s possession or in the possession of any bank, financial institution
or other entity that directly or indirectly, through one or more intermediaries, controls or is
controlled by, or is under common control with, Laurus (each such entity, an “Affiliate”) shall be
deemed held by Laurus or such Affiliate, as the case may be, as security for any and all of the
undersigned’s obligations to Laurus and to any Affiliate of Laurus, no matter how or when arising
and whether under this or any other instrument, agreement or otherwise.



     5. Representations and Warranties. The undersigned hereby represent and warrant to
Laurus (all of which representations and warranties (i) are made as of the date of this



3









 





Guaranty, (ii) are supplemented by and subject to the Exchange Act Filings (as defined in the Securities
Purchase Agreement, dated as of the date hereof, by and between the Company and Laurus (as amended,
modified and supplemented from time to time, the “Securities Purchase Agreement”) and the
representations and warranties made in the Securities Purchase Agreement or any schedule thereto
and (iii) shall survive until all Obligations are indefeasibly satisfied in full and the Note has
been irrevocably terminated), that:




          (a) Corporate Status. Each of the undersigned is duly organized, validly existing and
in good standing under the laws of its state of formation as set forth under the undersigned’s
signature on the signature pages hereto and has full corporate or other organization power,
authority and legal right to own its property and assets and to transact the business in which it
is engaged.




          (b) Authority and Execution. Each of the undersigned has full corporate or other
organizational power, authority and legal right to execute and deliver, and to perform its
obligations under, this Guaranty and has taken all necessary corporate and legal action to
authorize the execution, delivery and performance of this Guaranty.




          (c) Legal, Valid and Binding Character. This Guaranty constitutes the legal, valid
and binding obligation of the undersigned enforceable in accordance with its terms, except as
enforceability may be limited by applicable Insolvency Law or general principles of equity that
restrict the availability of equitable or legal remedies.




          (d) Violations. Except as set forth on Schedule 5(d), the execution, delivery and
performance of this Guaranty will not violate any requirement of law applicable to the undersigned
or any material contract, agreement or instrument to which any of the undersigned is a party or by
which any of the undersigned or any property of the undersigned is bound or result in the creation
or imposition of any mortgage, lien or other encumbrance other than to Laurus on any of the
property or assets of any of the undersigned pursuant to the provisions of any of the foregoing.




          (e) Consents or Approvals. Except as set forth on Schedule 5(e), no consent of any
other person or entity (including, without limitation, any creditor of any of the undersigned) and
no consent, license, permit, approval or authorization of, exemption by, notice or report to, or
registration, filing or declaration with, any governmental authority is required in connection with
the execution, delivery, performance, validity or enforceability of this Guaranty.




          (f) Litigation. Except as set forth on Schedule 4.12 to the Securities Purchase
Agreement or as disclosed in the Exchange Act Filings (as defined in the Securities Purchase
Agreement), no litigation, arbitration, investigation or administrative proceeding of or before any
court, arbitrator or governmental authority, bureau or agency is currently pending or, to the
actual knowledge of the officers of the undersigned, threatened (i) with respect to this Guaranty
or any of the transactions contemplated by this Guaranty or (ii) against or affecting any of the
undersigned, or any of the property or assets of any of the undersigned, which, if adversely
determined, would have a Material Adverse Effect (as defined in the Securities Purchase Agreement).




4









 








          (g) Financial Benefit. The undersigned have derived or expect to derive a financial or
other advantage from each and every loan, advance or extension of credit made under the Note.




     6. Acceleration. It shall be an “Event of Default” under this Guaranty if: (i) any
Event of Default shall occur and be continuing under and as defined in the Note or the Security
Agreement after expiration of any notice, cure, grace or similar period, (ii) any representation or
warranty of any of the undersigned shall have been untrue in any material respect when made, (iii)
any of the undersigned should at any time become insolvent, or make a general assignment, or if a
proceeding in or under any Insolvency Law shall be filed or commenced by, or in respect of, any of
the undersigned, which proceeding, if not commenced by the undersigned, shall not be dismissed
within 60 days of its filing; (iv) a notice of any lien, levy, or assessment in excess of $100,000
(in the aggregate outstanding at any time for all of the undersigned on a combined basis) is filed
of record with respect to any assets of any of the undersigned by the United States of America or
any department, agency, or instrumentality thereof, or (v) the undersigned shall breach in the
performance of any obligation under this Guaranty in any respect. Upon the occurrence of any Event
of Default, any and all Obligations shall for purposes hereof, at Laurus’ option, be deemed due and
payable without notice notwithstanding that any such Obligation is not then due and payable by
Company.



     7. Payments from Guarantor. Laurus, in its sole and absolute discretion, with or
without notice to the undersigned, may apply on account of the Obligations any payment from the
undersigned or any other guarantor, or amounts realized from any security for the Obligations, or
may deposit any and all such amounts realized in a non-interest bearing cash collateral deposit
account to be maintained as security for the Obligations.



     8. Costs. The undersigned shall pay on demand, all reasonable out of pockets costs,
fees and expenses (including reasonable expenses for legal services of every kind) relating to the
enforcement or protection of the rights of Laurus hereunder or under any of the Obligations.



     9. No Termination. This is a continuing irrevocable guaranty and shall remain in full
force and effect and be binding upon the undersigned, and the undersigned’s successors and assigns,
until all of the Obligations then outstanding on the date on which the Note is paid in full
(whether by cash payment or by conversion of the Note to Common Stock (as defined in the Securities
Purchase Agreement) pursuant to the terms of the Note) are paid in full, whereupon this Guaranty
shall expire and terminate and be of no further force and effect. If any of the present or future
Obligations are guarantied by persons, partnerships or corporations in addition to the undersigned,
the death, release or discharge in whole or in part or the bankruptcy, merger, consolidation,
incorporation, liquidation or dissolution of one or more of them shall not discharge or affect the
liabilities of the undersigned under this Guaranty.



     10. Recapture. Anything in this Guaranty to the contrary notwithstanding, if Laurus
receives any payment or payments on account of the liabilities guaranteed hereby, which payment or
payments or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside and/or required to be repaid to a trustee, receiver, or any other
party under any Insolvency Law, common law or equitable doctrine, then to the extent of any sum not
finally retained by Laurus, the undersigned’s obligations to Laurus shall be reinstated and this



5









 





Guaranty shall remain in full force and effect (or be reinstated) until payment shall have been
made to Laurus, which payment shall be due on demand.




     11. No Waiver. No failure on the part of Laurus to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise by Laurus of any right, remedy or power hereunder preclude any other or
future exercise of any other legal right, remedy or power. Each and every right, remedy and power
hereby granted to Laurus or allowed it by law or other agreement shall be cumulative and not
exclusive of any other, and may be exercised by Laurus at any time and from time to time.



     12. Waiver of Jury Trial. THE GUARANTOR AND THE INDIVIDUALS EXECUTING THIS INSTRUMENT
ON BEHALF OF THE GUARANTOR DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR RELATING OR INCIDENTAL HERETO. THE UNDERSIGNED DOES HEREBY
CERTIFY THAT NO REPRESENTATIVE OR AGENT OF LAURUS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
LAURUS WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL
PROVISION.



     13. Governing Law; Jurisdiction; Amendments. THIS INSTRUMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS. ANY ACTION BROUGHT BY EITHER PARTY AGAINST THE OTHER CONCERNING THE TRANSACTIONS
CONTEMPLATED BY THIS INSTRUMENT SHALL BE BROUGHT ONLY IN ANY STATE OR FEDERAL COURT SITTING IN THE
BOROUGH OF MANHATTAN, CITY OF NEW YORK; PROVIDED THAT NOTHING CONTAINED IN THIS INSTRUMENT SHALL BE
DEEMED TO PRECLUDE LAURUS FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER COURT OF
COMPETENT JURISDICTION AND NOTHING SHALL BE DEEMED TO PRECLUDE THE GUARANTOR FROM ASSERTING ANY
DEFENSES OR COUNTERCLAIMS IN ANY SUCH ACTIONS. THE GUARANTOR AND THE INDIVIDUALS EXECUTING THIS
INSTRUMENT ON BEHALF OF THE GUARANTOR AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. THE
GUARANTOR AND THE INDIVIDUALS EXECUTING THIS INSTRUMENT FURTHER CONSENT THAT ANY SUMMONS, SUBPOENA
OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY NOTICE OR MOTION OR OTHER
APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION
WITH ANY PROCEEDINGS HEREUNDER, MAY BE SERVED BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, OR BY PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN
SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. THE GUARANTOR AND THE
INDIVIDUALS EXECUTING THIS INSTRUMENT WAIVE ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION
INSTITUTED HEREON IN THE SUPREME COURT FOR THE STATE OF



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NEW YORK, COUNTY OF NEW YORK, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR
BASED UPON FORUM NON CONVENIENS FOR ANY ACTION FILED IN EITHER SUCH COURT.
THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ITS REASONABLE ATTORNEY’S
FEES AND COSTS; PROVIDED, HOWEVER, THAT IF THE PARTIES HERETO AGREE TO SETTLE ANY CLAIM, ACTION,
PROCEEDING OR LAWSUIT BROUGHT BY ONE PARTY HERETO AGAINST THE OTHER PARTY HERETO, THEN EACH OF THE
PARTIES SHALL BEAR ITS OWN COSTS IN CONNECTION WITH SUCH CLAIM, ACTION, PROCEEDING OR LAWSUIT,
UNLESS OTHERWISE DIRECTED BY A COURT OF COMPETENT JURISDICTION.




     14. Severability. In the event that any provision of this Guaranty is invalid or
unenforceable under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or unenforceability of any other provision of this
Guaranty.



     15. Amendments, Waivers. No amendment or waiver of any provision of this Guaranty nor
consent to any departure by the undersigned therefrom shall in any event be effective unless the
same shall be in writing executed by the undersigned and Laurus.



     16. Notice. All notices, requests and demands to or upon the undersigned, shall be in
writing and shall be deemed to have been duly given or made (a) when delivered, if by hand, (b)
three (3) days after being sent, postage prepaid, if by registered or certified mail, (c) when
confirmed electronically, if by facsimile, or (d) when delivered, if by a recognized overnight
delivery service in each event, to the numbers and/or address set forth beneath the signature of
the undersigned, with a copy to: Legal Counsel, Numerex Corp., 1600 Parkwood Circle SE, Suite 200,
Atlanta, Georgia 30339, facsimile: (770) 693-5951, and Richard Baltz, Esq., Arnold & Porter LLP,
555 12th Street, N.W., Washington, D.C. 20004, facsimile: (202) 942-5999.



     17. Successors. Laurus may, from time to time, without notice to the undersigned,
sell, assign, transfer or otherwise dispose of all or any part of the Obligations and/or rights
under this Guaranty to any assignee or transferee of the Note, but only to the extent such
assignment is permitted by the Note or Securities Purchase Agreement. Without limiting the
generality of the foregoing, Laurus may assign, or grant participations to, one or more banks,
financial institutions or other entities all or any part of any of the Obligations who are
assignees, transferees or participants in a corresponding portion of the Note. In each such event,
Laurus and each and every immediate and successive purchaser, assignee, transferee or holder of all
or any part of the Obligations shall, acting as a single, unified group, have the right to enforce
this Guaranty, by legal action or otherwise, for their own benefit as fully as if such purchasers,
assignees, transferees or holders were herein by name specifically given such right; provided,
however, that the holders of the Obligations shall appoint an agent to act on their behalf and shall act and
enforce rights and remedies through a single action.



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     18. Release. Nothing except payment in full of all Obligations then outstanding on
the date all amounts due under the Note are paid in full (whether by cash payment or by conversion
of the Note to Common Stock (as defined in the Securities Purchase Agreement) pursuant to the terms
of the Note) shall release the undersigned from liability under this Guaranty.



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     IN WITNESS WHEREOF,
this Guaranty has been executed by the undersigned this 28th
day of January, 2005.



	 	 	 	 	 
	 	 	NUMEREX SOLUTIONS, LLC
	 
	 	 	 	 
	

	 	By:	 	/s/ STRATTON J. NICOLAIDES
	

	 	 	 	

	

	 	Its:	 	 
	

	 	 	 	

	 
	 	 	 	 
	 	 	Address: 1600 Parkwood Circle SE, Suite 200
	

	 	 	 	Atlanta, GA 30339
	 	 	Telephone No.: (770) 485-2527
	 	 	Facsimile No.: (770) 693-5951
	 
	 	 	 	 
	 	 	State of Formation: Delaware
	 
	 	 	 	 
	 	 	CELLEMETRY LLC
	 
	 	 	 	 
	

	 	By:	 	/s/ STRATTON J. NICOLAIDES
	

	 	 	 	

	

	 	Its:	 	 
	

	 	 	 	

	 
	 	 	 	 
	 	 	Address: 1600 Parkwood Circle SE, Suite 200
	

	 	 	 	Atlanta, GA 30339
	 	 	Telephone No.: (770) 485-2527
	 	 	Facsimile No.: (770) 693-5951
	 
	 	 	 	 
	 	 	State of Formation: Delaware
	 
	 	 	 	 
	 	 	NUMEREX INVESTMENT CORP.
	 
	 	 	 	 
	

	 	By:	 	/s/ STRATTON J. NICOLAIDES
	

	 	 	 	

	

	 	Its:	 	 
	

	 	 	 	

	 
	 	 	 	 
	 	 	Address: 1600 Parkwood Circle SE, Suite 200
	

	 	 	 	Atlanta, GA 30339
	 	 	Telephone No.: (770) 485-2527
	 	 	Facsimile No.: (770) 693-5951
	 
	 	 	 	 
	 	 	State of Formation: Delaware






 









 





	 	 	 	 	 
	 	 	BROADBAND NETWORKS INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ STRATTON J. NICOLAIDES
	

	 	 	 	

	

	 	Its:	 	 
	

	 	 	 	

	 
	 	 	 	 
	 	 	Address: 2820 E. College Ave. Suite B
	

	 	 	 	State College, PA 16801-7548
	 	 	Telephone No.: (770) 485-2527
	 	 	Facsimile No.: (770) 693-5951
	 
	 	 	 	 
	 	 	State of Formation: Delaware
	 
	 	 	 	 
	 	 	BNI SOLUTIONS LLC
	 
	 	 	 	 
	

	 	By:	 	/s/ STRATTON J. NICOLAIDES
	

	 	 	 	

	

	 	Its:	 	 
	

	 	 	 	

	 
	 	 	 	 
	 	 	Address: 2820 E. College Ave. Suite B
	

	 	 	 	State College, PA 16801-7548
	 	 	Telephone No.: (770) 485-2527
	 	 	Facsimile No.: (770) 693-5951
	 
	 	 	 	 
	 	 	State of Formation: Delaware
	 
	 	 	 	 
	 	 	DIGILOG INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ STRATTON J. NICOLAIDES
	

	 	 	 	

	

	 	Its:	 	CEO
	

	 	 	 	

	 
	 	 	 	 
	 	 	Address: 2360 Maryland Road
	

	 	 	 	Willow Grove, PA 19090
	 	 	Telephone No.: (770) 485-2527
	 	 	Facsimile No.: (770) 693-5951
	 
	 	 	 	 
	 	 	State of Formation: Pennsylvania






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	 	 	DCX SYSTEMS INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ STRATTON J. NICOLAIDES
	

	 	 	 	

	

	 	Its:	 	 
	

	 	 	 	

	 
	 	 	 	 
	 	 	Address: 2360 Maryland Road
	

	 	 	 	Willow Grove, PA 19090
	 	 	Telephone No.: (770) 485-2527
	 	 	Facsimile No.: (770) 693-5951
	 
	 	 	 	 
	 	 	State of Formation: Pennsylvania
	 
	 	 	 	 
	 	 	DCX SYSTEMS AUSTRALIA PTY LIMITED
	 
	 	 	 	 
	

	 	By:	 	/s/ STRATTON J. NICOLAIDES
	

	 	 	 	

	

	 	Its:	 	 
	

	 	 	 	

	 
	 	 	 	 
	 	 	Address: Lindfield Executive Centre
	

	 	 	 	12 Tryon Rd.
	

	 	 	 	P.O. Box 42
	

	 	 	 	Lindfield, NSW 2072, Australia
	 	 	Telephone No.: (770) 485-2527
	 	 	Facsimile No.: (770) 693-5951
	 
	 	 	 	 
	 	 	State of Formation: Australia
	 
	 	 	 	 
	 	 	MOBILEGUARDIAN LLC
	 
	 	 	 	 
	

	 	By:	 	/s/ STRATTON J. NICOLAIDES
	

	 	 	 	

	

	 	Its:	 	 
	

	 	 	 	

	 
	 	 	 	 
	 	 	Address: 1600 Parkwood Circle SE, Suite 200
	

	 	 	 	Atlanta, GA 30339
	 	 	Telephone No.: (770) 485-2527
	 	 	Facsimile No.: (770) 693-5951
	 
	 	 	 	 
	 	 	State of Formation: Delaware
	 
	 	 	 	 
	 	 	UPLINK SECURITY, INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ STRATTON J. NICOLAIDES
	

	 	 	 	

	

	 	Its:	 	
	

	 	 	 	

	 
	 	 	 	 
	 	 	Address: 1600 Parkwood Circle SE, Suite 200
	

	 	 	 	Atlanta, GA 30339
	 	 	Telephone No.: (770) 485-2527
	 	 	Facsimile No.: (770) 693-5951
	 
	 	 	 	 
	 	 	State of Formation: Georgia







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STATE OF                     )

          : ss.:

COUNTY OF                     )



          On the ___day of January, 2005, before me personally came                      to me known,
who, being by me duly sworn did depose and say that s/he is the                      of Cellemetry, LLC,
the limited liability company described in and which executed the above instrument; and that s/he
signed her/his name thereto by order of the board of directors of said limited liability company.




	 	 	 
	

	 	

	

	 	Notary Public






STATE OF                     )

          : ss.:

COUNTY OF                     )



          On the ___day of January, 2005, before me personally came                      to me known,
who, being by me duly sworn did depose and say that s/he is the                      of Numerex Solutions
LLC, the limited liability company described in and which executed the above instrument; and that
s/he signed her/his name thereto by order of the board of directors of said limited liability
company.




	 	 	 
	

	 	

	

	 	Notary Public






 









 





STATE OF                     )

          : ss.:

COUNTY OF                     )



          On the ___day of January, 2005, before me personally came                      to me known,
who, being by me duly sworn did depose and say that s/he is the                      of Numerex Investment
Corp., the corporation described in and which executed the above instrument; and that s/he signed
her/his name thereto by order of the board of directors of said corporation.




	 	 	 
	

	 	

	

	 	Notary Public






STATE OF                     )

          : ss.:

COUNTY OF                     )



          On the ___day of January, 2005, before me personally came                      to me known,
who, being by me duly sworn did depose and say that s/he is the                      of BroadBand Networks
Inc., the corporation described in and which executed the above instrument; and that s/he signed
her/his name thereto by order of the board of directors of said corporation.




	 	 	 
	

	 	

	

	 	Notary Public






STATE OF                     )

          : ss.:

COUNTY OF                     )



          On the ___day of January, 2005, before me personally came                      to me known,
who, being by me duly sworn did depose and say that s/he is the                      of BNI Solutions LLC,
the limited liability company described in and which executed the above instrument; and that s/he
signed her/his name thereto by order of the board of directors of said limited liability company.




	 	 	 
	

	 	

	

	 	Notary Public






13









 





STATE OF                     )

          : ss.:

COUNTY OF                     )



          On the ___day of January, 2005, before me personally came                      to me known,
who, being by me duly sworn did depose and say that s/he is the                      of Digilog Inc., the
corporation described in and which executed the above instrument; and that s/he signed her/his name
thereto by order of the board of directors of said corporation.




	 	 	 
	

	 	

	

	 	Notary Public






STATE OF                     )

          : ss.:

COUNTY OF                     )



          On the ___day of January, 2005, before me personally came                      to me known,
who, being by me duly sworn did depose and say that s/he is the                      of DCX Systems Inc.,
the corporation described in and which executed the above instrument; and that s/he signed her/his
name thereto by order of the board of directors of said corporation.




	 	 	 
	

	 	

	

	 	Notary Public






STATE OF                     )

          : ss.:

COUNTY OF                     )



          On the ___day of January, 2005, before me personally came                      to me known,
who, being by me duly sworn did depose and say that s/he is the                      of DCX Systems
Australia PTY Limited, the                      described in and which executed the above instrument; and
that s/he signed her/his name thereto by order of the board of directors of said
                    .




	 	 	 
	

	 	

	

	 	Notary Public






STATE OF                     )

          : ss.:

COUNTY OF                     )



          On the ___day of January, 2005, before me personally came                      to me known,
who, being by me duly sworn did depose and say that s/he is the                      of MobileGuardian
LLC, the limited liability company described in and which executed the above instrument; and that
s/he signed her/his name thereto by order of the board of directors of said limited liability
company.




	 	 	 
	

	 	

	

	 	Notary Public






14









 





STATE OF                     )

          : ss.:

COUNTY OF                     )



          On the ___day of January, 2005, before me personally came                      to me known,
who, being by me duly sworn did depose and say that s/he is the                      of Uplink Security,
Inc., the corporation described in and which executed the above instrument; and that s/he signed
her/his name thereto by order of the board of directors of said corporation.




	 	 	 
	

	 	

	

	 	Notary Public







15