exv10w8



 





Exhibit 10.8




PLEDGE AGREEMENT




     This Pledge Agreement (this “Agreement”), dated as of December 29, 2006, among Laurus
Master Fund, Ltd. (the “Pledgee”), Numerex Corp., a Pennsylvania corporation (the
“Company”), and each of the other undersigned parties (other than the Pledgee) (the Company
and each such other undersigned party, a “Pledgor” and collectively, the
“Pledgors”).



BACKGROUND




     The Company and the Pledgee have entered into a Securities Purchase Agreement dated as of
December 29, 2006 (as amended, modified, restated and/or supplemented from time to time, the
“Purchase Agreement”), pursuant to which the Pledgee provides or will provide certain
financial accommodations to the Company.



     In order to induce the Pledgee to provide or continue to provide the financial accommodations
described in the Purchase Agreement, each Pledgor has agreed to pledge and grant a security
interest in the collateral described herein to the Pledgee on the terms and conditions set forth
herein.



     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration
the receipt of which is hereby acknowledged, the parties hereto agree as follows:



     1. Defined Terms. All capitalized terms used herein which are not defined shall have
the meanings given to them in the Purchase Agreement.



     2. Pledge and Grant of Security Interest. To secure the full and punctual payment and
performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the
obligations under the Purchase Agreement and the Related Agreements referred to in the Purchase
Agreement (the Purchase Agreement and the Related Agreements, as each may be amended, restated,
modified and/or supplemented from time to time, collectively, the “Documents”) and (b) in
connection with any documents, instruments or agreements relating to or executed in connection with
the Documents, whether now existing or hereafter arising, direct or indirect, liquidated or
unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by
a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the
genuineness, validity, regularity or enforceability of such Obligations, or of any instrument
evidencing any of the Obligations or of 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
such in any case commenced by or against any Pledgor under Title 11, United States Code, including,
without limitation, obligations of each Pledgor 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),
each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to
Pledgee in all of the following (the “Collateral”):



          (a) the shares of stock, partnership interests, limited liability company interests and other
equity interests set forth on Schedule A annexed hereto and expressly made a





 









 







part hereof (together with any additional shares of stock, partnership interests, limited
liability company interests, membership interests or other equity interests acquired by any
Pledgor, the “Pledged Stock”), the certificates representing the Pledged Stock (if any) and all
dividends, cash, instruments and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock;




          (b) all additional shares of stock, partnership interests, limited liability company
interests, membership interests and other equity interests of any issuer (each, an “Issuer”) of the
Pledged Stock from time to time acquired by any Pledgor in any manner, including, without
limitation, stock dividends or a distribution in connection with any increase or reduction of
capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock
split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the
certificates representing such additional shares or interests, as the case may be (if any), and all
dividends, cash, instruments and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such shares; and




          (c) all options and rights, whether as an addition to, in substitution of or in exchange for
any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of or in exchange for
any or all such options and rights.




     3. Delivery of Collateral. With respect to any Pledged Stock that currently is
evidenced by a certificate or certificates, all certificates representing or evidencing such
Pledged Stock (i) shall be delivered to and held by or on behalf of Pledgee pursuant hereto and
(ii) shall be accompanied by duly executed instruments of transfer or assignments in blank, all in
form and substance satisfactory to Pledgee. With respect to any Pledgor whose Pledged Stock
currently is evidenced by a certificate or certificates, each such Pledgor hereby authorizes the
Issuer upon demand by the Pledgee to deliver any certificates and instruments issued in connection
with the Collateral directly to the Pledgee, in each case to be held by the Pledgee subject to and
in accordance with the terms of this Agreement. Upon the occurrence and during the continuance of
an Event of Default (as defined below), the Pledgee shall have the right, during such time in its
discretion and without notice to the Pledgor, to transfer to or to register in the name of the
Pledgee or any of its nominees any or all of the Pledged Stock. In addition, upon the occurrence
and during the continuance of an Event of Default and with respect to any Pledged Stock that
currently is evidenced by a certificate or certificates, the Pledgee shall have the right at such
time to exchange such certificate or certificates representing or evidencing such Pledged Stock for
one or more certificates of smaller or larger (but , in the aggregate, equal) denominations.



     4. Representations and Warranties of each Pledgor. Each Pledgor jointly and severally
represents and warrants to the Pledgee (which representations and warranties shall be deemed to
continue to be made until all of the Obligations have been paid in full and each Document and each
agreement and instrument entered into in connection therewith has been irrevocably terminated)
that, except as may be disclosed in any Schedule to the Purchase Agreement:



          (a) the execution, delivery and performance by each Pledgor of this Agreement and the pledge
of the Collateral hereunder do not and will not result in any violation




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of any agreement, indenture, instrument, license, judgment, decree, order, law, statute,
ordinance or other governmental rule or regulation applicable to such Pledgor;




          (b) this Agreement constitutes the legal, valid, and binding obligation of each Pledgor, and
is enforceable against such Pledgor in accordance with its terms;




          (c) (i) all Pledged Stock owned by each Pledgor is set forth on Schedule A hereto, and
(ii) each Pledgor is the direct and beneficial owner of each share of the Pledged Stock described
next to its name on Schedule A hereto;




          (d) all of the shares of the Pledged Stock have been duly authorized, validly issued and are
fully paid and nonassessable;




          (e) no consent or approval of any person, corporation, governmental body, regulatory authority
or other entity, is or will be necessary for (i) the execution, delivery and performance of this
Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral or (iii)
the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder;




          (f) there are no pending or, to the best of each Pledgor’s knowledge, threatened actions or
proceedings before any court, judicial body, administrative agency or arbitrator which may
materially adversely affect the Collateral;




          (g) each Pledgor has the requisite power and authority to enter into this Agreement and to
pledge and assign the Collateral to the Pledgee in accordance with the terms of this Agreement;




          (h) each Pledgor owns each item of the Collateral and, except for the pledge and security
interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing
of the transactions contemplated by the Documents, free and clear of any other security interest,
mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever
(collectively, “Liens”);




          (i) there are no restrictions on transfer of the Pledged Stock contained in the certificate of
incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which
have not otherwise been enforceably and legally waived by the necessary parties;




          (j) none of the Pledged Stock has been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction to which such issuance or
transfer may be subject;




          (k) the pledge and assignment of the Collateral and the grant of a security interest under
this Agreement vest in the Pledgee all rights of each Pledgor in the Collateral as contemplated by
this Agreement;




          (l) The Pledged Stock of a particular Issuer constitutes one hundred percent (100%) of the
issued and outstanding equity interests of such Issuer; and




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          (m) All of the membership interests that constitute Pledged Stock are uncertificated
membership interests and are set forth on Schedule A hereto.




     5. Covenants. Each Pledgor jointly and severally covenants that, until the
Obligations shall be indefeasibly satisfied in full and each Document and each agreement and
instrument entered into in connection therewith is irrevocably terminated:



          (a) Except as may be permitted under the Purchase Agreement, no Pledgor will sell, assign,
transfer, convey, or otherwise dispose of its rights in or to the Collateral or any interest
therein; nor will any Pledgor create, incur or permit to exist any Lien whatsoever with respect to
any of the Collateral or the proceeds thereof other than that created hereby.




          (b) Each Pledgor will, at its expense, defend Pledgee’s right, title and security interest in
and to the Collateral against the claims of any other party.




          (c) Each Pledgor shall at any time, and from time to time, upon the written request of
Pledgee, execute and deliver such further documents and do such further acts and things as Pledgee
may reasonably request in order to effectuate the purposes of this Agreement including, but without
limitation, delivering to Pledgee, upon the occurrence of an Event of Default, irrevocable proxies
in respect of the Collateral in form satisfactory to Pledgee. Until receipt thereof, upon an Event
of Default that has occurred and is continuing beyond any applicable grace period, this Agreement
shall constitute Pledgor’s proxy to Pledgee or its nominee to vote all shares of Collateral then
registered in each Pledgor’s name.




          (d) No Pledgor will consent to or approve the issuance of (i) any additional shares of any
class of capital stock or other equity interests of the Issuer; or (ii) any securities convertible
either voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of
any event or condition into, or any securities exchangeable for, any such shares, unless, in either
case, such shares are pledged as Collateral pursuant to this Agreement.




          (e) If after the date hereof any stock, limited partnership interests, limited liability
company membership interests or similar form of equity interest included in the Pledged Stock are
certificated, then the Pledgor holding such stock, limited partnership interests, limited liability
company membership interests or similar form of equity interest shall pledge the certificated
stock, limited partnership interests, limited liability company membership interests or similar
form of equity interest as Collateral pursuant to this Agreement and deliver to the Pledgee, within
two (2) business days, the certificates evidencing such stock, limited partnership interests,
limited liability company membership interests or similar form of equity interest, together with
effective endorsements.




          (f) No Pledgor shall participate in any amendment to (x) any limited liability company
agreement that is related to any Pledged Stock consisting of membership interests or (y) any
certificate of formation of any Issuer that, in any case, (i) would extend any voting rights to any
owner of any equity interest in an Issuer unless such equity interest is subject to the terms and
provisions of this Pledge Agreement or such other pledge agreement as is reasonably acceptable to
the Pledgee, (ii) would otherwise impair the Collateral or adversely affect in any material respect
the rights, privileges, benefits and security interests provided to or intended to be





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provided to the Pledgee or (iii) would adversely affect the perfection of the security
interest of Pledgee in the Collateral, including, without limitation, any amendment electing to
treat any membership interest as a security under Section 8-103 of the Code, or any election to
turn any previously uncertificated membership interest into a certificated membership interest.




          Notwithstanding anything to the contrary in this Agreement or elsewhere, (a) the foregoing
Section 5(d) shall not apply or be deemed to apply to the issuance of any of the Company’s capital
stock or equity interests, and (b) the foregoing Section 5(f)(y)(i) shall not apply or be deemed to
apply to the Company.




     6. Voting Rights and Dividends. In addition to the Pledgee’s rights and remedies set
forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing,
beyond any applicable cure period, the Pledgee shall (i) be entitled to vote the Collateral, (ii)
be entitled to give consents, waivers and ratifications in respect of the Collateral (each Pledgor
hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the
proxy and attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled to collect and
receive for its own use cash dividends paid on the Collateral. No Pledgor shall be permitted to
exercise or refrain from exercising any voting rights or other powers if, in the reasonable
judgment of the Pledgee, such action would have a material adverse effect on the value of the
Collateral or any part thereof; and, provided, further, that each Pledgor shall
give at least five (5) days’ written notice of the manner in which such Pledgor intends to
exercise, or the reasons for refraining from exercising, any voting rights or other powers other
than with respect to any election of directors and voting with respect to any incidental matters.
Following the occurrence of an Event of Default, all dividends and all other distributions in
respect of any of the Collateral, shall be delivered to the Pledgee to hold as Collateral and
shall, if received by any Pledgor, be received in trust for the benefit of the Pledgee, be
segregated from the other property or funds of any other Pledgor, and be forthwith delivered to the
Pledgee as Collateral in the same form as so received (with any necessary endorsement).



     7. Event of Default. An “Event of Default” under this Agreement shall occur upon the
happening of any of the following events:



          (a) An “Event of Default” under any Document or any agreement or note related to any Document
shall have occurred and be continuing beyond any applicable cure period;




          (b) Any Pledgor shall default in the performance of any of its obligations under any Document,
including, without limitation, this Agreement, and such default shall not be cured during the cure
period applicable thereto;




          (c) Any representation or warranty of any Pledgor made herein, in any Document or in any
agreement, statement or certificate given in writing pursuant hereto or thereto or in connection
herewith or therewith shall be false or misleading in any material respect;




          (d) Any portion of the Collateral is subjected to a levy of execution, attachment, distraint
or other judicial process or any portion of the Collateral is the subject of a
claim (other than by the Pledgee) of a Lien or other right or interest in or to the Collateral
and




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such levy or claim shall not be cured, disputed or stayed within a period of sixty (60) days
after the occurrence thereof; or




          (e) Any Pledgor shall (i) apply for, consent to, or suffer to exist the appointment of, or the
taking of possession by, a receiver, custodian, trustee, liquidator or other fiduciary of itself or
of all or a substantial part of its property, (ii) make a general assignment for the benefit of
creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or
hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to
take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or fail to
have dismissed, within sixty (60) days, any petition filed against it in any involuntary case under
such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the foregoing.




     8. Remedies. In case an Event of Default shall have occurred and is continuing, the
Pledgee may:



          (a) Transfer any or all of the Collateral into its name, or into the name of its nominee or
nominees;




          (b) Exercise all corporate rights with respect to the Collateral including, without
limitation, all rights of conversion, exchange, subscription or any other rights, privileges or
options pertaining to any shares of the Collateral as if it were the absolute owner thereof,
including, but without limitation, the right to exchange, at its discretion, any or all of the
Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment
of the Issuer thereof, or upon the exercise by the Issuer of any right, privilege or option
pertaining to any of the Collateral, and, in connection therewith, to deposit and deliver any and
all of the Collateral with any committee, depository, transfer agent, registrar or other designated
agent upon such terms and conditions as it may determine, all without liability except to account
for property actually received by it; and




          (c) Subject to any requirement of applicable law, sell, assign and deliver the whole or, from
time to time, any part of the Collateral at the time held by the Pledgee, at any private sale or at
public auction, with or without demand, advertisement or notice of the time or place of sale or
adjournment thereof or otherwise (all of which are hereby waived, except such notice as is required
by applicable law and cannot be waived), for cash or credit or for other property for immediate or
future delivery, and for such price or prices and on such terms as the Pledgee in its sole
discretion may determine, or as may be required by applicable law.




          Each Pledgor hereby waives and releases any and all right or equity of redemption, whether
before or after sale hereunder. At any such sale, unless prohibited by applicable law, the Pledgee
may bid for and purchase the whole or any part of the Collateral so sold free from any such right
or equity of redemption. All moneys received by the Pledgee hereunder, whether upon sale of the
Collateral or any part thereof or otherwise, shall be held by the Pledgee and applied by it as
provided in Section 10 hereof. No failure or delay on the part of the Pledgee in exercising any
rights hereunder shall operate as a waiver of any such rights nor shall any single or partial
exercise of any such rights preclude any other or future exercise
thereof or the exercise of any other rights hereunder. The Pledgee shall have no duty as to
the




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collection or protection of the Collateral or any income thereon nor any duty as to
preservation of any rights pertaining thereto, except to apply the funds in accordance with the
requirements of Section 10 hereof. The Pledgee may exercise its rights with respect to property
held hereunder without resort to other security for or sources of reimbursement for the
Obligations. In addition to the foregoing, Pledgee shall have all of the rights, remedies and
privileges of a secured party under the Uniform Commercial Code of New York (the “UCC”) regardless
of the jurisdiction in which enforcement hereof is sought.




     9. Private Sale. Each Pledgor recognizes that the Pledgee may be unable to effect (or
to do so only after delay which would adversely affect the value that might be realized from the
Collateral) a public sale of all or part of the Collateral by reason of certain prohibitions
contained in the Securities Act, and may be compelled to resort to one or more private sales to a
restricted group of purchasers who will be obliged to agree, among other things, to acquire such
Collateral for their own account, for investment and not with a view to the distribution or resale
thereof. Each Pledgor agrees that any such private sale may be at prices and on terms less
favorable to the seller than if sold at public sales and that such private sales shall be deemed to
have been made in a commercially reasonable manner. Each Pledgor agrees that the Pledgee has no
obligation to delay sale of any Collateral for the period of time necessary to permit the Issuer to
register the Collateral for public sale under the Securities Act.



     10. Proceeds of Sale. The proceeds of any collection, recovery, receipt,
appropriation, realization or sale of the Collateral shall be applied by the Pledgee as follows:



          (a) First, to the payment of all costs, reasonable expenses and charges of the Pledgee and to
the reimbursement of the Pledgee for the prior payment of such costs, reasonable expenses and
charges incurred in connection with the care and safekeeping of the Collateral (including, without
limitation, the reasonable expenses of any sale or any other disposition of any of the Collateral),
attorneys’ fees and reasonable expenses, court costs, any other fees or expenses incurred or
expenditures or advances made by Pledgee in the protection, enforcement or exercise of its rights,
powers or remedies hereunder;




          (b) Second, to the payment of the Obligations, in whole or in part, in such order as the
Pledgee may elect, whether or not such Obligations are then due;




          (c) Third, to such persons, firms, corporations or other entities as required by applicable
law including, without limitation, Section 9-615(a)(3) of the UCC; and




          (d) Fourth, to the extent of any surplus to the Pledgors or as a court of competent
jurisdiction may direct.




          In the event that the proceeds of any collection, recovery, receipt, appropriation,
realization or sale are insufficient to satisfy the Obligations, each Pledgor shall be jointly and
severally liable for the deficiency plus the costs and fees of any attorneys employed by Pledgee to
collect such deficiency.




     11. Waiver of Marshaling. Each Pledgor hereby waives any right to compel any
marshaling of any of the Collateral.



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     12. No Waiver. Any and all of the Pledgee’s rights with respect to the Liens granted
under this Agreement shall continue unimpaired, and Pledgor shall be and remain obligated in
accordance with the terms hereof, notwithstanding (a) the bankruptcy, insolvency or reorganization
of any Pledgor, (b) the release or substitution of any item of the Collateral at any time, or of
any rights or interests therein, or (c) any delay, extension of time, renewal, compromise or other
indulgence granted by the Pledgee in reference to any of the Obligations. Each Pledgor hereby
waives all notice of any such delay, extension, release, substitution, renewal, compromise or other
indulgence, and hereby consents to be bound hereby as fully and effectively as if such Pledgor had
expressly agreed thereto in advance. No delay or extension of time by the Pledgee in exercising
any power of sale, option or other right or remedy hereunder, and no failure by the Pledgee to give
notice or make demand, shall constitute a waiver thereof, or limit, impair or prejudice the
Pledgee’s right to take any action against any Pledgor or to exercise any other power of sale,
option or any other right or remedy.



     13. Expenses. The Collateral shall secure, and each Pledgor shall pay to Pledgee on
demand, from time to time, all reasonable costs and expenses, (including but not limited to,
reasonable attorneys’ fees and costs, taxes, and all transfer, recording, filing and other charges)
of, or incidental to, the custody, care, transfer, administration of the Collateral or any other
collateral, or in any way relating to the enforcement, protection or preservation of the rights or
remedies of the Pledgee under this Agreement or with respect to any of the Obligations.



     14. The Pledgee Appointed Attorney-In-Fact and Performance by the Pledgee. Upon the
occurrence of an Event of Default, each Pledgor hereby irrevocably constitutes and appoints the
Pledgee as such Pledgor’s true and lawful attorney-in-fact, with full power of substitution, to
execute, acknowledge and deliver any instruments and to do in such Pledgor’s name, place and stead,
all such acts, things and deeds for and on behalf of and in the name of such Pledgor, which such
Pledgor could or might do or which the Pledgee may deem necessary, desirable or convenient to
accomplish the purposes of this Agreement, including, without limitation, to execute such
instruments of assignment or transfer or orders and to register, convey or otherwise transfer title
to the Collateral into the Pledgee’s name. Each Pledgor hereby ratifies and confirms all that said
attorney-in-fact may so do and hereby declares this power of attorney to be coupled with an
interest and irrevocable. If any Pledgor fails to perform any agreement herein contained, the
Pledgee may itself perform or cause performance thereof, and any costs and expenses of the Pledgee
incurred in connection therewith shall be paid by the Pledgors as provided in Section 10 hereof.



     15. Waivers. THE PARTIES HERETO DESIRES THAT THEIR DISPUTES BE RESOLVED BY A JUDGE
APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE
JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR
OTHERWISE BETWEEN PLEDGEE, AND/OR ANY PLEDGOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED BETWEEN THEN IN
CONNECTION WITH THIS AGREEMENT, ANY OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR
THERETO.



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     16. Recapture. Notwithstanding anything to the contrary in this Agreement, if the
Pledgee receives any payment or payments on account of the Obligations, 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 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, common law or equitable doctrine, then to the extent of any sum not finally retained by
the Pledgee, each Pledgor’s obligations to the Pledgee shall be reinstated and this Agreement shall
remain in full force and effect (or be reinstated) until payment shall have been made to Pledgee,
which payment shall be due on demand.



     17. Captions. All captions in this Agreement are included herein for convenience of
reference only and shall not constitute part of this Agreement for any other purpose.



     18. Miscellaneous.



          (a) This Agreement constitutes the entire and final agreement among the parties with respect
to the subject matter hereof and may not be changed, terminated or otherwise varied except by a
writing duly executed by the parties hereto.




          (b) No waiver of any term or condition of this Agreement, whether by delay, omission or
otherwise, shall be effective unless in writing and signed by the party sought to be charged, and
then such waiver shall be effective only in the specific instance and for the purpose for which
given.




          (c) In the event that any provision of this Agreement or the application thereof to any
Pledgor or any circumstance in any jurisdiction governing this Agreement shall, to any extent, be
invalid or unenforceable under any applicable statute, regulation, or rule of law, such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform to such statute, regulation or rule of law, and the remainder of this Agreement
and the application of any such invalid or unenforceable provision to parties, jurisdictions, or
circumstances other than to whom or to which it is held invalid or unenforceable shall not be
affected thereby, nor shall same affect the validity or enforceability of any other provision of
this Agreement.




          (d) This Agreement shall be binding upon each Pledgor, and each Pledgor’s successors and
assigns, and shall inure to the benefit of the Pledgee and its successors and assigns.




          (e) Any notice or other communication required or permitted pursuant to this Agreement shall
be given in accordance with the Purchase Agreement.




          (f) THIS AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION
OR RULE (WHETHER OF THE STATE OF NEW




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YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.




          (g) EACH PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE
COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN ANY PLEDGOR, ON THE ONE HAND, AND THE PLEDGEE, ON THE OTHER HAND,
PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS, PROVIDED, THAT EACH PLEDGOR
ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN
THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE PLEDGEE FROM BRINGING SUIT OR TAKING
OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE INDEBTEDNESS, TO REALIZE ON THE
COLLATERAL OR ANY OTHER SECURITY FOR THE INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF THE PLEDGEE. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PLEDGOR HEREBY WAIVES ANY
OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON CONVENIENS. EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND
OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT
AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PLEDGOR AT THE
ADDRESS SET FORTH IN THE PURCHASE AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON
THE EARLIER OF THE SUCH PLEDGOR’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE
U.S. MAILS, PROPER POSTAGE PREPAID.




          (h) It is understood and agreed that any person or entity that desires to become a Pledgor
hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant
to the requirements of any Document, shall become a Pledgor hereunder by (x) executing a Joinder
Agreement in form and substance satisfactory to the Pledgee, (y) delivering supplements to such
exhibits and annexes to such Documents as the Pledgee shall reasonably request and/or set forth in
such joinder agreement and (z) taking all actions as specified in this Agreement as would have been
taken by such Pledgor had it been an original party to this Agreement, in each case with all
documents required above to be delivered to the Pledgee and with all documents and actions required
above to be taken to the reasonable satisfaction of the Pledgee.




          (i) This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original and all of which when taken together shall constitute one and
the same agreement. Any signature delivered by a party by facsimile transmission shall be
deemed an original signature hereto.





10









 





[Remainder of Page Intentionally Left Blank]




11









 





     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year
first written above.



	 	 	 	 	 	 	 
	 	 	NUMEREX CORP.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stratton J. Nicolaides	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stratton J. Nicolaides
	 	 	Title: Chairman and CEO
	 
	 	 	 	 	 	 
	 	 	AIRDESK LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stratton J. Nicolaides	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stratton J. Nicolaides
	 	 	Title: Treasurer
	 
	 	 	 	 	 	 
	 	 	BNI SOLUTIONS LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stratton J. Nicolaides	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stratton J. Nicolaides
	 	 	Title: Treasurer
	 
	 	 	 	 	 	 
	 	 	BROADBAND NETWORKS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stratton J. Nicolaides	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stratton J. Nicolaides
	 	 	Title: Chairman and Treasurer
	 
	 	 	 	 	 	 
	 	 	CELLEMETRYXG CUSTOMER SERVICES LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stratton J. Nicolaides	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stratton J. Nicolaides
	 	 	Title: CEO and Treasurer  





12









 





	 	 	 	 	 	 	 
	 	 	DCX SYSTEMS INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stratton J. Nicolaides	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stratton J. Nicolaides
	 	 	Title: Chairman and Treasurer
	 
	 	 	 	 	 	 
	 	 	DIGILOG INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stratton J. Nicolaides	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stratton J. Nicolaides
	 	 	Title: CEO and Treasurer  
	 
	 	 	 	 	 	 
	 	 	NUMEREX INVESTMENT CORP.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stratton J. Nicolaides	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stratton J. Nicolaides
	 	 	Title: Director
	 
	 	 	 	 	 	 
	 	 	NUMEREX SOLUTIONS, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stratton J. Nicolaides	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stratton J. Nicolaides
	 	 	Title: CEO and Treasurer  
	 
	 	 	 	 	 	 
	 	 	MOBILE GUARDIAN LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stratton J. Nicolaides	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stratton J. Nicolaides
	 	 	Title: CEO and Treasurer  





 









 






	 	 	 	 	 	 	 
	 	 	CELLEMETRY LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stratton J. Nicolaides	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stratton J. Nicolaides
	 	 	Title: CEO and Treasurer
	 
	 	 	 	 	 	 
	 	 	UPLINK SECURITY, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stratton J. Nicolaides	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stratton J. Nicolaides
	 	 	Title: CEO and Treasurer
	 
	 	 	 	 	 	 
	 	 	LAURUS MASTER FUND, LTD.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Grin	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Grin
	 	 	Title: Director  






 









 









SCHEDULE A TO PLEDGE AGREEMENT




PLEDGED STOCK




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Class of	 	Stock Certificate	 	 	 	Number of
	Pledgor	 	Issuer	 	Stock	 	Number	 	Par Value	 	Shares
	Numerex Corp.

	 	Numerex Corp.
	 	Common
	 	TBD*
	 	TBD*
	 	TBD*
	 
	 	 	 	 	 	 	 	 	 	 
	Broadband Networks,
Inc.

	 	Broadband Networks,
Inc.
	 	Common
	 	TBD*
	 	TBD*
	 	TBD*
	 
	 	 	 	 	 	 	 	 	 	 
	DCX Systems Inc.

	 	DCX Systems, Inc.
	 	Common
	 	TBD*
	 	TBD*
	 	TBD*
	 
	 	 	 	 	 	 	 	 	 	 
	Digilog Inc.

	 	Digilog, Inc.
	 	Common
	 	TBD*
	 	TBD*
	 	TBD*
	 
	 	 	 	 	 	 	 	 	 	 
	Uplink Security, Inc.

	 	Uplink Security,
Inc.
	 	Common
	 	TBD*
	 	TBD*
	 	TBD*
	 
	 	 	 	 	 	 	 	 	 	 
	Airdesk LLC**

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	BNI Solutions LLC**

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	Cellemetry LLC**

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	CellemetryXG
Customer Services
LLC**
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Guardian LLC**

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	Numerex Solutions,
LLC**

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A








 




			
	*	 	By agreement of the parties, each subsidiary’s existing stock certificate will be cancelled
and a new stock certificate will be re-issued.
	 
	**	 	By agreement of the parties, a control acknowledgement substantially in the form of the
template attached hereto as Exhibit 1 to Schedule A will be executed with respect to each
subsidiary formed as a limited liability company.






 









 





EXHIBIT 1 TO SCHEDULE A




CONTROL ACKNOWLEDGMENT




	 	 	 
	ISSUER

	 	MEMBERSHIP INTEREST OWNER:
	 
	 	 
	[NAME OF SUBSIDIARY]

	 	Numerex Corp.






     Reference is hereby made to each of (i) that certain Pledge Agreement, dated as of May 30,
2006 (as amended, restated, modified and/or supplemented from time to time, the “May 2006
Pledge Agreement”), among Numerex Corp., a Pennsylvania corporation (the “Pledgor”),
certain other pledgors and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”)
and (ii) that certain Pledge Agreement, dated as of December 29, 2006 (as amended, restated,
modified and/or supplemented from time to time, the “December 2006 Pledge Agreement” and,
together with the May 2006 Pledge Agreement, the “Pledge Agreements” and each, a
“Pledge Agreement”), among the Pledgor, certain other pledgors and Laurus. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed thereto in the
applicable Pledge Agreement.



     [NAME OF SUBSIDIARY], a [STATE OF INCORPORATION] limited liability company (the “Issuer”) is
hereby instructed by the Pledgor that all of the Pledgor’s right, title and interest in and to all
of the Pledgor’s rights in connection with any membership interests in the Issuer now and hereafter
owned by the Pledgor are subject to a pledge and security interest in favor of Laurus. The Pledgor
hereby instructs the Issuer to act upon any instruction delivered to it by the Laurus with respect
to the Collateral without seeking further instruction from the Pledgor, and, by its execution
hereof, the Issuer agrees to do so.



     The Issuer, by its written acknowledgment and acceptance hereof, hereby acknowledges receipt
of a copy of the aforementioned Pledge Agreements and agrees promptly to note on its books the
security interest granted under the Pledge Agreements. The Issuer also waives any rights or
requirements at any time hereafter to receive a copy of either Pledge Agreement in connection with
the registration of any Collateral in the name of the Laurus or its nominee or the exercise of
voting rights by the Laurus or its nominee.


[Remainder of this page intentionally left blank]




16









 







IN WITNESS WHEREOF, the Pledgor has caused this Control Acknowledgment to be duly signed and
delivered by its officer duly authorized as of this 29th day of December 2006.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	PLEDGOR.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NUMEREX CORP.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name: 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 	 	Title: 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





Acknowledged and accepted this

29th day of December 2006.




[NAME OF SUBSIDIARY]




	 	 	 	 	 	 	 	 	 
	By: 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Name: 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	Title: 	 	 	 	 	 	 
	 	 	 	 	 	 	 






17