First
LOAN MODIFICATION AGREEMENT


 


This First Loan Modification
Agreement (this “Loan Modification Agreement”) is entered into as of September 12, 2012, by and 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 liability company (“Uplink”)
(hereinafter, Numerex, Broadband, Cellemetry, Services, DCX, Digilog, Government Services, Solutions,
Orbit, uBlip, and Uplink are jointly and severally, individually and collectively, referred to as “Borrower”).


 


1. DESCRIPTION
OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank,
Borrower is indebted to Bank pursuant to a loan arrangement dated as of April 25, 2011, evidenced by, among other documents, a
certain Amended and Restated Loan and Security Agreement dated as of April 25, 2011, between Borrower and Bank, (as amended, the
“Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in
the Loan Agreement.


 


2. DESCRIPTION
OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with
any other collateral security granted to Bank, the “Security Documents”). Hereinafter, the Security Documents,
together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.


 


3.  DESCRIPTION OF CHANGE IN
TERMS.


 


		A.	Modifications to Loan Agreement.



 


		1	The Loan Agreement shall be amended by deleting the following text appearing in Section 2.1.1 (Revolving
Advances) thereof:



 


“(c) Term Loan Repayment.
Notwithstanding Section 2.1.1(b), if the principal outstanding balance of an Advance or Advances at any time is in an amount equal
to or greater than One Million Dollars ($1,000,000) for a period of time equal to or greater than ninety (90) days from the Funding
Date of such Advance or Advances (the “Term Loan Event”), then the principal balance of such Advance or Advances
shall automatically convert to a term loan advance (“Term Loan Advance”). Commencing on the first calendar day
of the quarter following the month in which Bank confirms that a Term Loan Event occurs, and on the first day of the each quarter
thereafter, Borrower shall repay the principal amount of such Term Loan Advance in consecutive quarterly installments of principal
equal to five percent (5.0%) of the original principal amount of the Term Loan Advance. All outstanding principal and accrued and
unpaid interest with respect to a Term Loan Advance, and all other outstanding Obligations with respect to a Term Loan Advance,
shall be due and payable in full on the Revolving Line Maturity Date.”


 


and
inserting in lieu thereof the following:


 


“(c) Term Loan.
Bank previously made Advances to Borrower, the aggregate outstanding principal amount of which, as of the 2012 Effective Date,
is Four Million Eight Hundred Thousand Dollars ($4,800,000.00), which shall be repaid as provided below (the “Term
Loan Advance”). Commencing on October 1, 2012, and on the first day of each calendar quarter thereafter, Borrower shall
repay the principal amount of the Term Loan Advance in consecutive quarterly installments of principal each in an amount equal
to Three Hundred Thousand Dollars ($300,000.00). All outstanding principal and accrued and unpaid interest with respect to the
Term Loan Advance, and all other outstanding Obligations with respect to the Term Loan Advance, shall be due and payable in full
on the Revolving Line Maturity Date. Once repaid, the Term Loan Advance may not be reborrowed.”


 






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		2	The Loan Agreement shall be amended by deleting each of (i) Section 2.1.3 (Foreign Exchange Sublimit),
(ii) Section 2.1.4 (Cash Management Services Sublimit), and (iii) Section 2.5(d) (Early Termination Fee) in their entirety.



 


		3	The Loan Agreement shall be amended by inserting the following new Section
2.1.5 (entitled “Acquisition Line”) thereof:



 


“2.1.5 Acquisition
Line.


 


(a) Availability.
Subject to the terms and conditions of this Agreement, during the Draw Period, Bank agrees to make up to three (3) advances (each
an “Acquisition Advance” and collectively, “Acquisition Advances”) available to Borrower
in an amount not to exceed the Acquisition Line Availability Amount to be used by Borrower solely to make Permitted Acquisitions.
After repayment, no Acquisition Advance may be reborrowed.


 


(b) Repayment.
Commencing on the first Business Day of the month following the month in which the Funding Date of an Acquisition Advance occurs,
Borrower shall repay the principal amount of such Acquisition Advance in consecutive quarterly installments of principal each in
an amount equal to five percent (5.0%) of the original principal amount of such Acquisition Advance. All outstanding principal
and accrued and unpaid interest with respect to an Acquisition Advance, and all other outstanding Obligations with respect to such
Acquisition Advance, shall be due and payable in full on the Acquisition Line Maturity Date.”


 


		4	The Loan Agreement shall be amended by deleting the following text appearing in Section 2.5(c)
(Unused Revolving Line Facility Fee) thereof:



 


“A fee (the “Unused
Revolving Line Facility Fee”), payable quarterly, in arrears, on a calendar year basis, in an amount equal to 0.375%
percent per annum of the average unused portion of the Revolving Line, as determined by Bank. The unused portion of the Revolving
Line, for the purposes of this calculation, shall not include amounts reserved in connection with Letters of Credit, Cash Management
Services and FX Forward Contracts.” 


 


and
inserting in lieu thereof the following:


 


“A fee (the “Unused
Revolving Line Facility Fee”), payable quarterly, in arrears, on a calendar year basis, in an amount equal to (i) prior
to the 2012 Effective Date, 0.375 percent per annum of the average unused portion of the Revolving Line, as determined by Bank,
and (ii) on and after the 2012 Effective Date, 0.30 percent per annum of the average unused portion of the Revolving Line, as determined
by Bank.”


 






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		5	The Loan Agreement shall be amended by inserting the following text to appearing at the end of
Section 2.5 (Fees) thereof:



 


“(f) Unused
Acquisition Line Facility Fee. During the Draw Period, a fee (the “Unused Acquisition Line Facility Fee”),
payable quarterly, in arrears, on a calendar year basis, in an amount equal to 0.30 percent per annum of the average unused portion
of the Acquisition Line, as determined by Bank. Borrower shall not be entitled to any credit, rebate or repayment of any Unused
Acquisition Line Facility Fee previously earned by Bank pursuant to this Section notwithstanding any termination of the Agreement
or the suspension or termination of Bank’s obligation to make Credit Extensions hereunder;”


 


		6	The Loan Agreement shall be amended by deleting the following text appearing in Section 4.2 (Priority
of Security Interest) thereof:



 


“If this Agreement is
terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations)
are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make
Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and
all rights therein shall revert to Borrower.


 


and
inserting in lieu thereof the following:


 


“Borrower
acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless
of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to
be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority
perfected security interest in the Collateral granted herein (subject only to Permitted Liens that expressly have superior priority
to Bank’s Lien in this Agreement).


 


If this Agreement
is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations)
are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest
in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity
obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security
interest granted herein upon Borrowers providing cash collateral acceptable to Bank in its good faith business judgment consistent
with Bank’s then current practice for Bank Services, if any. In the event such Bank Services consist of outstanding Letters
of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (i) one hundred percent (100.0%) of the face amount
of all such Letters of Credit denominated in Dollars and (ii) one hundred five percent (105.0%) of the Dollar Equivalent of the
face amount of all such Letters of Credit denominated in a Foreign Currency plus all interest, fees, and costs due or to become
due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating
to such Letters of Credit.”


 






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		7	The Loan Agreement shall be amended by inserting the following text to appear at the end of Section
5.10 (Use of Proceeds) thereof:



 


“Notwithstanding the foregoing,
only the proceeds of Acquisition Advances (and not the proceeds of Advances) shall be used to make Permitted Acquisitions.”


 


		8	The Loan Agreement shall be amended by deleting the following Section 6.7 (Financial Covenants)
thereof:



 


“ 6.7 Financial
Covenants. Maintain at all times, to be tested as set forth below, on a consolidated basis with respect to Borrower and its
Subsidiaries:


 


(a) Liquidity.
Commencing with the month ending March 31, 2011, and as of the last day of each month thereafter, consolidated unrestricted cash
maintained with Bank and Cash Equivalents plus the Availability Amount of at least Three Million Dollars ($3,000,000).


 


(b) Senior
Leverage Ratio. Commencing with the quarter ending March 31, 2011, and as of the last day of each quarter thereafter, a Senior
Leverage Ratio, of not more than 2.0:1.0.


 


(c) Fixed
Charge Coverage Ratio. Commencing with the quarter ending March 31, 2011, and as of the last day of each quarter thereafter,
a ratio of (i) Adjusted EBITDA, less unfunded capital expenditures, cash dividends and cash taxes, to (ii) the sum of (a) interest
expenses plus (b) scheduled payments of principal and lease payments on all Indebtedness of the Borrower and its Subsidiaries,
including without limitation, with respect to capital leases for the consecutive four (4) quarters, of at least 1.25:1.0.”


 


and
inserting in lieu thereof the following:


 


“ 6.7 Financial
Covenants. Maintain at all times, to be tested as set forth below, on a consolidated basis with respect to Borrower and its
Subsidiaries:


 


(a) Liquidity. (i)
Commencing with the month ending March 31, 2011, and as of the last day of each month thereafter through and including the month
ended August 31, 2012, consolidated unrestricted cash maintained with Bank and Cash Equivalents plus the Availability Amount of
at least Three Million Dollars ($3,000,000.00), and (ii) commencing with the month ending September 30, 2012, and as of the last
day of each month thereafter, consolidated unrestricted cash maintained with Bank and Cash Equivalents plus the Availability Amount
of at least Five Million Dollars ($5,000,000.00).


 


(b) Senior Leverage Ratio.
(i) Commencing with the quarter ending March 31, 2011, and as of the last day of each quarter thereafter through and including
the quarter ended June 30, 2012, a Senior Leverage Ratio, of not more than 2.0:1.0, and (ii) commencing with the quarter ending
September 30, 2012, and as of the last day of each quarter thereafter, a Senior Leverage Ratio of not more than 2.5:1.0.


 


(c) Fixed
Charge Coverage Ratio. Commencing with the quarter ending March 31, 2011, and as of the last day of each quarter thereafter,
a ratio of (i) Adjusted EBITDA, less unfunded capital expenditures, less capitalized software development costs, less cash dividends,
and less cash taxes, to (ii) the sum of (a) interest expenses plus (b) scheduled payments of principal and lease payments on all
Indebtedness of the Borrower and its Subsidiaries, including without limitation, with respect to capital leases for the consecutive
four (4) quarters ending on the date of determination, of at least 1.25:1.0.”


 






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		9	The Loan Agreement shall be amended by inserting the following new Section 6.11 (entitled “Mandatory
Paydown”) thereof:



 


“6.11 Mandatory Paydown.
Cause the outstanding Obligations under the Revolving Line to be paid down to $0.00, for a period of no less than thirty (30) consecutive
days, at least once during each calendar year.”


 


		10	The Loan Agreement shall be amended by deleting the following text appearing in Section 8.2 (Covenant
Default) thereof:



 


“(a) Borrower fails or neglects
to perform any obligation in Sections 6.2, 6.4, 6.5, 6.6, 6.7, 6.8(c) or 6.9, or violates any covenant in Section 7; or”


 


and
inserting in lieu thereof the following:


 


“(a) Borrower fails or neglects
to perform any obligation in Sections 6.2, 6.4, 6.5, 6.6, 6.7, 6.8(c), 6.9, or 6.11, or violates any covenant in Section 7; or”


 


		11	The Loan Agreement shall be amended by inserting the following text to appear at the end of Section
12.8 (Survival) thereof:



 


“Without limiting the foregoing,
except as otherwise provided in Section 4.2, the grant of security interest by Borrower in Section 4.1 shall survive until the
termination of all Bank Services Agreements.”


 


		12	The Loan Agreement shall be amended by deleting the following definitions appearing in Section
13.1 thereof:



 


“ “Adjusted EBITDA”
is Borrower’s EBITDA, plus without duplication, (A) cash and non-cash stock compensation expense and purchase price accounting
adjustments (including any goodwill write-off) (if any), (b) reasonable cash and non-cash restructuring charges and expenses resulting
from Permitted Acquisitions (such as professional fees, due diligence costs, valuation appraisals, severance, relocation, transition
and integration charges), plus (c) other charges and expenses, in each case for which Borrower has provided written details to
Bank and which have been approved by Bank in writing in its sole and absolute discretion on a case-by-case basis, plus (d) actual
litigation expenses relating to the Orbit One Communications, Inc. v. Numerex Corp lawsuit, in an amount not to exceed Two Million
Four Hundred Twelve Thousand Dollars ($2,412,000.00) in the aggregate incurred as of the quarter ending December 31, 2010.”


 


“ “Availability
Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the
Borrowing Base minus (b) the Dollar Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed
Letters of Credit) plus an amount equal to the Letter of Credit Reserve, minus (c) the FX Reduction Amount, minus (d) any amounts
used for Cash Management Services, minus (e) the outstanding principal balance of any Advances, and minus (e) the outstanding principal
balance of any Term Loan Advances.”


 






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“ “Borrowing
Base” is an amount equal to two (2) times Adjusted EBITDA, measured on a trailing twelve month period, minus the
aggregate original principal amounts of the Term Loan Advance.”


 


“ “Credit Extension”
is any Advance, Letter of Credit, FX Forward Contract, amount utilized for Cash Management Services, or any other extension of
credit by Bank for Borrower’s benefit.”


 


“ “FX
Forward Contract” is defined in Section 2.1.3.”


 


“ “Interest Period”
means, as to any LIBOR Credit Extension, the period commencing on the date of such LIBOR Credit Extension, or on the conversion/continuation
date on which the LIBOR Credit Extension is converted into or continued as a LIBOR Credit Extension, and ending on the date that
is one (1), two (2), three (3), or six (6) months thereafter, in each case as Borrower may elect in the applicable Notice of Borrowing
or Notice of Conversion/Continuation; provided, however, that (a) no Interest Period with respect to any LIBOR Credit
Extension shall end later than the Revolving Line Maturity Date, (b) the last day of an Interest Period shall be determined
in accordance with the practices of the LIBOR interbank market as from time to time in effect, (c) if any Interest Period
would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the following Business Day unless,
in the case of a LIBOR Credit Extension, the result of such extension would be to carry such Interest Period into another calendar
month, in which event such Interest Period shall end on the preceding Business Day, (d) any Interest Period pertaining to
a LIBOR Credit Extension that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar
month at the end of such Interest Period, and (e) interest shall accrue from and include the first Business Day of an Interest
Period but exclude the last Business Day of such Interest Period.”


 


“ “LIBOR Rate”
means, for each Interest Period in respect of LIBOR Credit Extensions comprising part of the same Credit Extensions, the greater
of: (i) an interest rate per annum (rounded upward to the nearest 1/16th of one percent (0.0625%)) equal to LIBOR for such
Interest Period divided by one (1) minus the Reserve Requirement for such Interest Period, and (ii) one and one quarter
of one percent (1.25%).”


 


“ “LIBOR Rate
Margin” is defined based upon the Borrower's Senior Leverage Ratio for the subject month, as follows:


 


	Performance
Pricing
	 	 
	Senior Leverage Ratio < 1.00	LIBOR plus 2.75%
	Senior Leverage Ratio > 1.00 but less than 2.00	LIBOR plus 3.50%



”


 


“ “Loan Documents”
are, collectively, this Agreement, the Perfection Certificate, the Pledge Agreement, any note, or notes or guaranties executed
by Borrower or any Guarantor, and any other present or future agreement between Borrower any Guarantor and/or for the benefit of
Bank in connection with this Agreement, all as amended, restated, or otherwise modified.”


 






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“ “Obligations”
are Borrower’s obligations to pay when due any debts, principal, interest, Bank Expenses, Early Termination Fee, and other
amounts Borrower owes Bank now or later, whether under this Agreement, the Loan Documents, or otherwise, including, without limitation,
all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash
management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin
and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents.”


 


“ “Permitted
Acquisitions” means any merger, acquisition, consolidation with or purchase of another Person by the Borrower (“Transactions”)
where (a) no Event of Default has occurred and is continuing or would exist after giving effect to the Transactions on a proforma
basis; (b) Borrower is the surviving legal entity; (c) all assets acquired in connection with such Transactions shall be subject
to a first priority Lien in the favor of Bank (subject only to Permitted Liens that are permitted to have superior priority to
Bank’s Lien under this Agreement) upon the consummation of the Transactions; (d) the total consideration (inclusive of assumption
of Indebtedness) for the such Transactions shall not exceed Twenty Million Dollars ($20,000,000) in the aggregate; (e) the target
company is in a similar line of business or a reasonable extension thereof; and (f) in the event such Transaction results in the
target company continuing to operate as a separate legal entity, Borrower shall cause such target company to provide to Bank a
joinder to the Loan Agreement to cause such target company to become a co-borrower hereunder, together with such appropriate
financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant
Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such target company).”


 


“ 
“Prime Rate Margin” is defined based upon the Borrower's Senior Leverage Ratio for
the subject month, as follows:


 


	Performance
Pricing
	 	 
	Senior Leverage Ratio < 1.00	Prime plus 1.00%
	Senior Leverage Ratio > 1.00 but less than 2.00	Prime plus 1.75%


”


 


“ “Revolving
Line” is an Advance or Advances in an amount equal to Ten Million Dollars ($10,000,000).”


 


and
inserting in lieu thereof the following:


 


“ “Adjusted EBITDA”
is Borrower’s EBITDA, plus, without duplication, (a) cash and non-cash stock compensation expense and purchase price accounting
adjustments (including any goodwill write-off) (if any), plus (b) reasonable cash and non-cash restructuring charges resulting
from all mergers, acquisitions and sale of assets (including, without limitation, severance, relocation, transition and integration
charges), expenses associated with such mergers, acquisitions and sales of assets, plus (c) other charges and expense, in each
case, for which Borrower has provided written details to Bank and which have been approved by Bank in writing, in its sole and
absolute discretion.” 


 






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“ “Availability
Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the
Borrowing Base, minus (A) the outstanding principal amount of the Term Loan Advance, minus (B) the outstanding principal amount
of the Acquisition Advances, minus (C) the amount of all requested and pending Acquisition Advances, and minus (D) the Dollar Equivalent
amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) plus an amount equal to the Letter
of Credit Reserve, minus (b) the outstanding principal balance of any Advances.”


 


“ “Borrowing
Base” is an amount equal to 2.50 times Adjusted EBITDA, measured on a trailing twelve month period.”


 


“ “Credit Extension”
is any Advance, Term Loan Advance, Acquisition Advance, or any other extension of credit by Bank for Borrower’s benefit.”


 


“ “FX Forward
Contract” is any foreign exchange contract by and between Borrower and Bank under which Borrower commits to purchase
from or sell to Bank a specific amount of Foreign Currency on a specified date.”


 


“ “Interest Period”
means, as to any LIBOR Credit Extension, the period commencing on the date of such LIBOR Credit Extension, or on the conversion/continuation
date on which the LIBOR Credit Extension is converted into or continued as a LIBOR Credit Extension, and ending on the date that
is one (1), two (2), three (3), or six (6) months thereafter, in each case as Borrower may elect in the applicable Notice of Borrowing
or Notice of Conversion/Continuation; provided, however, that (a) no Interest Period with respect to any LIBOR Credit
Extension shall end later than the Revolving Line Maturity Date or the Acquisition Line Maturity Date, as applicable, (b) the
last day of an Interest Period shall be determined in accordance with the practices of the LIBOR interbank market as from time
to time in effect, (c) if any Interest Period would otherwise end on a day that is not a Business Day, that Interest Period
shall be extended to the following Business Day unless, in the case of a LIBOR Credit Extension, the result of such extension would
be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business
Day, (d) any Interest Period pertaining to a LIBOR Credit Extension that begins on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall
end on the last Business Day of the calendar month at the end of such Interest Period, and (e) interest shall accrue from
and include the first Business Day of an Interest Period but exclude the last Business Day of such Interest Period.”


 


“ “LIBOR Rate”
means, for each Interest Period in respect of LIBOR Credit Extensions comprising part of the same Credit Extensions, the greater
of: (i) an interest rate per annum (rounded upward to the nearest 1/16th of one percent (0.0625%)) equal to LIBOR for such
Interest Period divided by one (1) minus the Reserve Requirement for such Interest Period, and (ii) (a) prior to
the 2012 Effective Date, one and one quarter of one percent (1.25%), and (b) on and after the 2012 Effective Date, one percent
(1.0%).”


 






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“ “LIBOR Rate
Margin” is defined based upon the Borrower's Senior Leverage Ratio for the subject month, as follows:


 


(i) prior to
the 2012 Effective Date:


 


	Performance Pricing
	 	 
	Senior Leverage Ratio < 1.00	LIBOR plus 2.75%
	Senior Leverage Ratio > 1.00 but less than 2.00	LIBOR plus 3.50%



 


(ii) on and
after the 2012 Effective Date:


 


	Performance Pricing
	 	 
	Senior Leverage Ratio < 1.00	LIBOR plus 2.75%
	Senior Leverage Ratio > 1.00 but less than 2.00	LIBOR plus 3.00%
	Senior Leverage Ratio > 2.00	LIBOR plus 3.25%


”


 


“ “Loan Documents”
are, collectively, this Agreement, the Perfection Certificate, the Pledge Agreement, any Bank Services Agreement, any note, or
notes or guaranties executed by Borrower or any Guarantor, and any other present or future agreement between Borrower any Guarantor
and/or for the benefit of Bank, all as amended, restated, or otherwise modified.”


 


“ “Obligations”
are Borrower’s obligations to pay when due any debts, principal, interest, Bank Expenses, and other amounts Borrower owes
Bank now or later, whether under this Agreement, the Loan Documents, or otherwise, including, without limitation, all obligations
relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), if any, and including
interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to
perform Borrower’s duties under the Loan Documents.”


 


“ “Permitted
Acquisitions” means any merger, acquisition, consolidation with or purchase of another Person by the Borrower (“Transactions”)
where (a) no Event of Default has occurred and is continuing or would exist after giving effect to the Transactions on a proforma
basis; (b) Borrower is the surviving legal entity; (c) all assets acquired in connection with such Transactions shall be subject
to a first priority Lien in the favor of Bank (subject only to Permitted Liens that are permitted to have superior priority to
Bank’s Lien under this Agreement) upon the consummation of the Transactions; (d) the total consideration (inclusive of assumption
of Indebtedness) for the such Transactions shall not exceed Twenty Million Dollars ($20,000,000) in the aggregate; (e) the target
company is in a similar line of business or a reasonable extension thereof; (f) in the event such Transaction results in the target
company continuing to operate as a separate legal entity, Borrower shall cause such target company to provide to Bank a joinder
to the Loan Agreement to cause such target company to become a co-borrower hereunder, together with such appropriate financing
statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank
a first priority Lien (subject to Permitted Liens) in and to the assets of such target company); and (g) such merger, acquisition,
consolidation with or purchase is non-hostile in nature.”


 






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“ 
“Prime Rate Margin” is defined based upon the Borrower's Senior Leverage Ratio for
the subject month, as follows:


 


(i) prior to
the 2012 Effective Date:


 


	Performance Pricing 
	 	 
	Senior Leverage Ratio < 1.00	Prime plus 1.00%
	Senior Leverage Ratio > 1.00 but less than 2.00	Prime plus 1.75%


 


 


(ii) on and
after the 2012 Effective Date:


 


	Performance Pricing 
	 	 
	Senior Leverage Ratio < 1.00	Prime plus 1.00%
	Senior Leverage Ratio > 1.00 but less than 2.00	Prime plus 1.25%
	Senior Leverage Ratio > 2.00	Prime plus 1.50%


    ”


 


“ “Revolving
Line” is an Advance or Advances in an amount equal to Five Million Dollars ($5,000,000).”


 


		13	The Loan Agreement shall be amended by inserting the following new definitions to appear alphabetically
in Section 13.1 thereof:



 


“ “2012 Effective
Date” is September 12, 2012.”


 


“ “Acquisition
Advance” or “Acquisition Advances” is defined in Section 2.1.5(a).”


 


“ “Acquisition
Line” is an Acquisition Advance or Acquisition Advances in an aggregate amount not to exceed Ten Million Dollars ($10,000,000).”


 


“ “Acquisition
Line Availability Amount” is (a) the lesser of (i) the Acquisition Line or (ii) the
amount available under the Borrowing Base, minus (A) the outstanding principal amount of Advances, minus (B) the amount
of all requested and pending Advances, minus (C) the outstanding principal amount of the Term Loan Advance, and minus (D) the Dollar
Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) plus an amount equal
to the Letter of Credit Reserve, minus (b) the aggregate principal amount of all Acquisition Advances previously made by Bank.”


 


“ “Acquisition
Line Maturity Date” September 12, 2017.”


 


“ “Bank Services”
are any products, credit services and/or financial accommodations previously, now, or hereafter provided to Borrower or any of
its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services
(including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services),
interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s
various agreements related thereto (each, a “Bank Services Agreement”).”


 


“ “Draw
Period” is the period of time commencing on the 2012 Effective Date and terminating on the earlier to occur of (i) an
Event of Default, and (ii) September 12, 2015.”


 






    	10



    	 



    
 


“ “Unused Acquisition
Line Facility Fee” is defined in Section 2.5(f).”


 


		14	The Loan Agreement shall be amended by replacing the Borrowing Base
Certificate attached as Exhibit B thereto with the Borrowing Base Certificate attached as Exhibit A hereto. All references
to the Borrowing Base Certificate in the Loan Agreement shall be deemed to refer to Exhibit A hereto.



 


		15	The Loan Agreement shall be amended by replacing the Compliance Certificate
attached as Exhibit C thereto with the Compliance Certificate attached as Exhibit A hereto. All references to the
Compliance Certificate in the Loan Agreement shall be deemed to refer to Exhibit B hereto.



 


4. FEES.
Borrower shall pay to Bank (i) a Revolving Line modification fee equal to Ten Thousand Dollars ($10,000.00), which fee shall be
due on the date hereof and shall be deemed fully earned as of the date hereof, and (ii) an Acquisition Line commitment fee equal
to Fifty Thousand Dollars ($50,000.00) which fee shall be due on the date hereof and shall be deemed fully earned as of the date
hereof. Borrower shall also reimburse Bank for all reasonable legal fees and expenses incurred in connection with this amendment
to the Existing Loan Documents.


 


5. RATIFICATION
OF PERFECTION CERTIFICATES . Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures
contained in those certain Perfection Certificates dated as of April 25, 2011 between each Borrower and Bank, and acknowledges,
confirms and agrees the disclosures and information Borrower provided to Bank in the Perfection Certificates have not changed,
as of the date hereof.


 


6. NO
DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims
against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses,
claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and
Borrower hereby RELEASES Bank from any liability thereunder.


 


7. CONSISTENT
CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.


 


8. RATIFICATION
OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral
granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.


 


9. CONTINUING
VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s
representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant
to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s
agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank
to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction
of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents,
unless a party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.


 


10. COUNTERSIGNATURE.
This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.


 


 


[The remainder of this page is intentionally
left blank]


 






    	11



    	 



    
 


This Loan Modification Agreement is executed
as of the date first written above.


 


BORROWER:


 


NUMEREX CORP.


 


By: /s/ Stratton Nicolaides


 


Name: Stratton Nicolaides


 


Title: Chief Executive Officer


 


BROADBAND NETWORKS, INC.


 


By: /s/ Stratton Nicolaides


 


Name: Stratton Nicolaides


 


Title: President


 


CELLEMETRY LLC


 


By: /s/ Stratton Nicolaides


 


Name: Stratton Nicolaides


 


Title: Chief Executive Officer


 


DCX SYSTEMS INC.


 


By: /s/ Stratton Nicolaides


 


Name: Stratton Nicolaides


 


Title: Chief Executive Officer


 


DIGILOG. INC.


 


By: /s/ Stratton Nicolaides


 


Name: Stratton Nicolaides


 


Title: Chief Executive Officer


 


NUMEREX GOVERNMENT SERVICES LLC


 


By: /s/ Stratton Nicolaides


 


Name: Stratton Nicolaides


 


Title: Chief Executive Officer


 



    	12



    	 



    

 


NUMEREX SOLUTIONS, LLC


 


By: /s/ Stratton Nicolaides


 


Name: Stratton Nicolaides


 


Title Chief Executive Officer


 


ORBIT ONE COMMUNICATIONS, LLC


 


By: /s/ Stratton Nicolaides


 


Name: Stratton Nicolaides


 


Title: President


 


UBLIP, INC.


 


By: /s/ Stratton Nicolaides


 


Name: Stratton Nicolaides


 


Title: Chief Executive Officer


 


UPLINK SECURITY, LLC


 


By: /s/ Stratton Nicolaides


 


Name: Stratton Nicolaides


 


Title: Chief Executive Officer


 


CELLEMETRY SERVICES, LLC


 


By: /s/ Stratton Nicolaides


 


Name: Stratton Nicolaides


 


Title: Chief Executive Officer


 


BANK:


 


SILICON VALLEY BANK


 


By: /s/ Thomas Armstrong

Name: Thomas Armstrong

Title: Vice President


 



    	13



    	 



    

 


The undersigned, Numerex Corp., ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain
Securities Pledge Agreement dated April 25, 2011 (as amended, the “Securities Pledge Agreement”) and acknowledges,
confirms and agrees that the Security Pledge Agreement shall remain in full force and effect, in accordance therewith and herewith,
and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or
agreements executed and/or delivered in connection herewith.


 


NUMEREX CORP.


 


By: /s/ Stratton Nicolaides


 


Name: Stratton Nicolaides


 


Title: Chief Executive Officer


 






    	14



    	 



    

 


EXHIBIT A - BORROWING BASE CERTIFICATE


 


 


Borrower: Numerex Corp.

Lender: Silicon Valley Bank


 


Revolving Line (Section 2.1.1)


 


Commitment Amount: $5,000,000


 


	1.	2.5 times Adjusted EBTIDA (measured on a trailing twelve month basis)	$	 
	2.	Aggregate principal amount of Acquisition Line Advances	$	 
	3.	Outstanding principal amount of the Term Loan Advance	$	 
	4.	Amount of all requested and pending Acquisition Advances	$	 
	5.	
        Dollar Equivalent amount of all outstanding Letters
of Credit (including drawn but unreimbursed Letters of Credit) plus an amount equal to the Letter of Credit Reserve
	$	 
	6.	
        Total Funds Available (#1, minus #2, minus #3, minus
#4, minus #5)
	$	 



 


 


Acquisition Line (Section 2.1.5)


 


Commitment Amount: $10,000,000


 


	1.	2.5 times Adjusted EBTIDA (measured on a trailing twelve month basis)	$	 
	2.	Outstanding principal balance of all Advances	$	 
	3.	Outstanding principal amount of the Term Loan Advance	$	 
	4.	Amount of all requested and pending Advances	$	 
	5.	
        Dollar Equivalent amount of all outstanding Letters
of Credit (including drawn but unreimbursed Letters of Credit) plus an amount equal to the Letter of Credit Reserve
	$	 
	6.	
        Total Funds Available (#1, minus #2, minus #3, minus
#4, minus #5)
	$	 



 


The undersigned represents and warrants
that this is true, complete and correct, and that the information in this Borrowing Base Certificate complies with the representations
and warranties in the Loan and Security Agreement between the undersigned and Silicon Valley Bank.


 


	
        COMMENTS:

         

        NUMEREX CORP., as Parent

         

         

        By: ___________________________

        Authorized Signer

         

        Date: ___________________________

         
	
        BANK USE ONLY

         

        Received by: _____________________

        AUTHORIZED SIGNER

         

        Date: __________________________

         

        Verified: ________________________

        AUTHORIZED SIGNER

         

        Date: ___________________________

         

        Compliance Status: Yes No

         




 



    	15



    	 



    

 


EXHIBIT B


 


COMPLIANCE CERTIFICATE


 





	TO: SILICON VALLEY BANK	Date: ______________
	FROM: NUMEREX CORP.	 



 


The undersigned authorized
officer of Numerex Corp. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the “Agreement”):


 


(1) Borrower is
in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there
are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects
on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that
those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material
respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and
reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits
and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement;
and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll
or benefits of which Borrower has not previously provided written notification to Bank.


 


Attached are the required
documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently
applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that
no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of
the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but
not otherwise defined herein shall have the meanings given them in the Agreement.


 


	Please indicate compliance status by circling Yes/No under “Complies” column.
	 
	Reporting Covenant	Required	Complies
	 	 	 
	Monthly financial statements with 

Compliance Certificate	Monthly within 30 days	Yes No
	Annual financial statement (CPA Audited) 	FYE within 90 days	Yes No
	10-Q, 10-K and 8-K	Within 5 days after filing with SEC	Yes No
	Board Approved Projections	Annually, as approved by Board	Yes No
	Borrowing Base Certificate	Monthly within 30 days 	Yes No
	
         

        The following Intellectual Property was registered (or a registration
        application submitted) after the Effective Date (if no registrations, state “None”)

        ___________________________________________________________________________________________

        ___________________________________________________________________________________________

          

	 


 


 


	Financial Covenant	Required	Actual	Complies
	 	 	 	 
	 	 	 	 
	Senior Leverage Ratio (Quarterly)	2.5: 1.0	_____:1.0	Yes No
	Minimum Fixed Charge Coverage Ratio (Quarterly)	1.25:1.0	_____:1.0	Yes No
	Liquidity (Monthly)	$5,000,000	$______	Yes No



 






    	1



    	 



    
 



	Performance Pricing 	 
	 	LIBOR Advance	Primate Rate Advance	Applies
	Senior Leverage Ratio < 1.00	LIBOR plus 2.75%	Prime plus 1.00%	Yes No
	Senior Leverage Ratio > 1.00 but less than 2.00	LIBOR plus 3.0%	Prime plus 1.25%	Yes No
	Senior Leverage Ratio > 2.00	LIBOR plus 3.25%	Prime plus 1.50%	Yes No



 


The following financial covenant analyses
and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.


 


The following are the exceptions with respect
to the certification above: (If no exceptions exist, state “No exceptions to note.”)


 


 


 



 


 



 


 



 



    	2



    	 



    

 


	
        NUMEREX CORP., as Parent

         

         

        By: _____________________

        Name: _____________________

        Title: _____________________

         
	
        BANK USE ONLY

         

        Received by: _____________________

        AUTHORIZED SIGNER

        Date:  _________________________

        Verified: ________________________

        AUTHORIZED SIGNER

        Date:  _________________________

         

        Compliance Status: Yes No

         




 



    	3



    	 



    

 


Schedule 1 to Compliance Certificate


 


Financial Covenants of Borrower


 


In the event of a conflict between this
Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.


 


Dated: ____________________


 


I. Liquidity (Section 6.7(a)):


 


 Required: $5,000,000


 


Actual:


 


	A.	Consolidated unrestricted cash maintained with Bank and Cash Equivalents	
        $ _________

         

	B.	Availability Amount	
        $ _________

         

        

	C.	Liquidity (line A plus line B)	
        _________

         

        



 


Is line C equal to or greater than $5,000,000?


 


_______ No, not in compliance       _______ Yes,
in compliance


 


II. Senior Leverage Ratio (Section 6.7(b)):


 


Required: Not more than 2.5:1.0


 


Actual:


 





	A.	The aggregate principal amount of all Indebtedness of Borrower and its Subsidiary owing to Bank, determined on a consolidated basis in accordance with GAAP	
        $ _________

         

	B.	Adjusted EBITDA, measured on a trailing twelve (12) month period	
        $ _________

         

        

	C.	Senior Leverage Ratio (line A divided by line B)	
        _________

         

        



 


Is line C equal to or less than 2.5:1.0?


 


_______ No, not in compliance       _______ Yes,
in compliance


 






    	4



    	 



    
 


III. Fixed Charge Coverage Ratio (Section 6.7(c))


 


 Required:  1.25:1.0


 


Actual:


 





	A.	Adjusted EBITDA, less (i) unfunded capital expenditures, capitalized software development costs, cash dividends, and cash taxes	
        $ _________

         

	B.	The sum of (i) interest expense, plus (ii) scheduled payments of principal and lease payments on all Indebtedness of Borrower and its Subsidiaries, including without limitation, with respect to capital leases for the consecutive four (4) quarters	
        $ _________

         

        

	C.	Fixed Charges Coverage Ratio (line A divided by line B)	
        _________

         

        



 


Is line C equal to or greater than 1.25:1:00?


 


_______ No, not in compliance       _______ Yes,
in compliance


 






    	5