Exhibit 10.5


 


September 22, 2015


 


Mr. Shu Gan 


Freemont, CA 


 


Via email to: [Email address redacted]


 


Dear Shu:


 


We are pleased to offer you the position of
Chief Marketing Officer with Numerex reporting to Marc Zionts, Chief Executive Officer.


 


We are eager to get you on board and would
like you to formally accept this offer by Monday, September 28th and start work at Numerex on or before Monday, October 5th. If
you plan on accepting this offer, please contact me to confirm your start date.


 


Shortly after you begin working, Marc will
establish specific short and longer-term goals with you. Aside from your specific job requirements, you will be expected to contribute
to our overall business and cultural growth by, among other things, helping colleagues achieve their goals and contributing to
the development of company-wide intellectual capital.


 


We have developed a competitive compensation
package commensurate with your extensive experience and abilities.


 


Base Pay


 


You will earn base pay at an annualized pre-tax
rate of $250,000 payable twice a month.


 


Bonus


 


You will participate in our Executive Bonus
Plan with an annual bonus targeted at 40% of base pay. Currently, this bonus can range from 0% to 60% of base pay depending on
Numerex’s achievement of specified revenue and earnings targets.


 


Equity


 


Upon your hire, management will recommend to
the Compensation Committee of the Board of Directors that you be granted 51,000 stock options and 21,000 Restricted Share Units
under Numerex’s current standard vesting terms: 25%/year for four years. Vesting is accelerated upon the occurrence of a
Change-in-Control. At $9/share, this equity has an approximate present value of 150% of your base pay.


 


In addition, you will be eligible for annual
equity grants with a targeted present value equal to 50% of your base pay. These grants are usually made on or around our annual
shareholder’s meeting held in the spring.


 


No Equity is granted until approved by the
Compensation Committee.


 


Associate Benefits



 


You will be entitled to the benefits generally
provided to Numerex associates. Numerex currently offers medical, dental, vision, 401(k), paid-time-off and life insurance plans.


 


The 401(k) plan includes a company match of
50% of your pre-tax deferrals up to 6% of semi-monthly compensation (i.e., a 3% match) subject to Internal Revenue Code limitations
on contributions. Under the paid-time-off plan, you will accrue 15 days of vacation per year, have two elective holidays which
can be taken at any time, and be able to take up to seven paid days off in the event of illness. This is in addition to the standard
Company-wide holidays (e.g., Thanksgiving, Christmas).


 




    	 	 	 



     


    

 


SEVERANCE & CHANGE IN CONTROL 


 


Management will recommend to the Compensation
Committee that Numerex enter into a severance and change in control agreement with you with the following key terms:


 


		·	Six months of base pay in the event you
are terminated by Numerex or any successor organization without Cause or you resign for Good Reason. 



 


		·	All outstanding equity grants will be
vested in the event of a change-in-control.



 


RELOCATION


 


The position requires your relocation to the
Atlanta area within the next six months. To assist you in this transition, Numerex will reimburse you for all reasonable relocation-related
expenses up to $50,000. This includes directly paying the moving company of your choice for costs associated with packing and moving
your household goods to Atlanta (generally, this direct reimbursement is non-taxable).


 


In addition, Numerex will reimburse you for
all reasonable temporary living expenses during the period prior to your relocation for a period of six months.


 


If you voluntarily terminate your employment,
or are terminated for cause, within 18 months of your start date, you will be required to reimburse Numerex a pro-rated amount
of the relocation reimbursements.


 


COMPANY POLICIES AND EMPLOYMENT REQUIREMENTS


 


By accepting employment with Numerex, we expect
that you will maintain all information about its operations, customers, and associates as confidential and, in the event that you
leave Numerex, refrain from competition with the firm.


 


As a condition of your employment, you are
required to sign the attached Business Protection Agreement. Employment is further contingent upon demonstrating you have the legal
right to work in the United States without sponsorship by Numerex, passing a drug test, and a satisfactory background and reference
check. The background check may include a review of your credit history.


 


If you accept this offer, please email a signed
copy of this offer letter and Business Protection Agreement to me at [Email address redacted].


 


After we receive the signed offer letter and
Business Protection Agreement, you will receive an email from [Vendor name redacted], the company Numerex uses to conduct the background
check and drug test, with information about completing them.


 


Unless formally accepted beforehand, this offer
will expire at the close of business on Monday, October 5th, 2015.


 


This letter covers all the principal aspects
of our offer and does not create a contract of employment or a contract for benefits. Your employment relationship with the Company
is at-will. At either your option or the Company's option, your employment may be terminated at any time, with or without cause
or notice.


 




    	 	 	 



     


    

 


Shu, we are excited about the prospect of you
joining Numerex and helping us continue our growth; your experience, track record of success and integrity is a wonderful fit with
our culture.


 


Please feel free to contact me or Marc if you
have any questions or would like to discuss any aspect of this offer.


 


	 	 


 


Sincerely,


 


/s/
John Markson


 


John
Markson


VP,
Human Resources


 


Accepted:


 


	SIGNATURE:	 	DATE:
	 	 	 
	/s/
    Shu Gan	 	September
    23, 2015
	Mr.
    Shu Gan	 	 
	 	 	 
	Cc:   Marc
    Zionts	 	 


 


[Standard
business protection agreement redacted]