exv10w7



 





Exhibit 10.7




AMENDED AND RESTATED GRANT OF SECURITY INTEREST

IN

PATENTS AND TRADEMARKS




     THIS AMENDED AND RESTATED GRANT OF SECURITY INTEREST (“Grant”), dated as of December
29, 2006 and effective as of May 30, 2006, is executed by Numerex Corp., Digilog Inc. and Broadband
Networks Inc., all Pennsylvania corporations, Numerex Investment Corp., a Delaware corporation, as
well as Cellemetry LLC and Numerex Solutions, LLC, both Delaware limited liability companies (each
a “Grantor” and collectively, the “Grantors”), in favor of Laurus Master Fund, Ltd.
(the “Secured Party”).



     A. Pursuant to a Master Security Agreement dated as of May 30, 2006 (as amended, restated,
supplemented or otherwise modified from time to time, the “May 2006 Security Agreement”)
among each Grantor, certain other Companies (as defined in the May 2006 Security Agreement) and the
Secured Party, the terms and provisions of which are hereby incorporated herein as if fully set
forth herein, each Grantor and the other Companies have granted a security interest to the Secured
Party in consideration of the Secured Party’s agreement to provide financial accommodations to the
Companies.



     B. Pursuant to a Master Security Agreement dated as of the date hereof (as amended, restated,
supplemented or otherwise modified from time to time, the “December 2006 Security
Agreement” and together with the May 2006 Security Agreement each a “Security
Agreement” and collectively the “Security Agreements”) among each Grantor, certain
other Companies (as defined in the December 2006 Security Agreement) and Secured Party, the terms
of which are hereby incorporated herein as if fully set forth herein, each Grantor and the other
Companies have granted a security interest to the Secured Party in consideration of the Secured
Party’s agreement to provide financial accommodations to the Companies.



     C. Each Grantor (1) has adopted, used and is using the trademarks reflected in the trademark
registrations and trademark applications in the United States Patent and Trademark Office more
particularly described on Schedule 1 annexed hereto as part hereof (the
“Trademarks”), and (2) has registered or applied for registration in the United States
Patent and Trademark Office of the patents more particularly described on Schedule 2
annexed hereto as part hereof (the “Patents”).



     D. Each Grantor wishes to confirm its grant to the Secured Party of a security interest in all
right, title and interest of each Grantor in and to the Trademarks and Patents (collectively, the
“T&P Collateral”) and all proceeds thereto to secure the payment, performance and
observance of the Obligations (as that term is defined in each Security Agreement).



     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged:



     1. Each Grantor does hereby further grant to the Secured Party a security interest in the T&P
Collateral to secure the full and prompt payment, performance and observance of the Obligations.



 









 





     2. Each Grantor agrees to perform, so long as any Security Agreement is in effect, all acts
deemed necessary or desirable by the Secured Party to permit and assist it, at each Grantor’s
expense, in obtaining and enforcing the Trademarks and Patents in any and all countries. Such acts
may include, but are not limited to, execution of documents and assistance or cooperation in legal
proceedings. Each Grantor hereby appoints the Secured Party as each Grantor’s attorney-in-fact to
execute and file any and all agreements, instruments, documents and papers as the Secured Party may
determine to be necessary or desirable to evidence the Secured Party’s security interest in the
Trademarks and Patents or any other element of the T&P Collateral, all acts of such
attorney-in-fact being hereby ratified and confirmed.



     3. Each Grantor acknowledges and affirms that the rights and remedies of the Secured Party
with respect to the security interest in the T&P Collateral granted hereby are more fully set forth
in each Security Agreement and the rights and remedies set forth herein are without prejudice to,
and are in addition to, those set forth in each Security Agreement. In the event that any
provisions of this Grant are deemed to conflict with any Security Agreement, the provisions of the
applicable Security Agreement shall govern.



     4. Each Grantor hereby authorizes the Secured Party to file all such financing statements or
other instruments to the extent required by the Uniform Commercial Code and agrees to execute all
such other documents, agreements and instruments as may be required or deemed necessary by the
Secured Party, in each case for purposes of affecting or continuing Secured Party’s security
interest in the T&P Collateral.



     5. As of the date of this Agreement, the terms, conditions, covenants, agreements,
representations, warranties and schedules contained in the Grant of Security Interest in Patents
and Trademarks effective as of May 30, 2006 by and among the Grantors and the Secured Party (the
“Original Agreement”) shall be consolidated with and into and superseded by this Agreement;
provided, however, nothing contained in this Agreement shall impair or affect the
liens and security interests in the T&P Collateral heretofore pledged, granted and/or assigned by
Grantors to the Secured Party under the Original Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, each Grantor has caused this instrument to be executed as of the day and
year first above written.



	 	 	 	 	 	 	 
	 	 	NUMEREX CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 /s/ Stratton J. Nicolaides 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stratton J. Nicolaides	 	 
	 

	 	 	 	Title: Chairman and CEO	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 
	 	 	CELLEMETRY LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 /s/ Stratton J. Nicolaides 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stratton J. Nicolaides	 	 
	 

	 	 	 	Title: CEO and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	BROADBAND NETWORKS, 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	 	 






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	 	 	LAURUS MASTER FUND, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 /s/ David Grin	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: David Grin	 	 
	 

	 	 	 	Title: Director	 	 






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	STATE OF

	GA 	)	 	 	 
	 	 
	 

	 	 	 	 	 	 	 
	 

	 	)	 	 	ss.:	 	 
	COUNTY OF

	COBB 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 





          On
this 29 day of December, 2006, before me personally came Stratton J. Nicolaides who,
being by me duly sworn, did state as follows: that he is Chairman and CEO of Numerex Corp., that
he is authorized to execute the foregoing Grant on behalf of said corporation and that he did so by
authority of the Board of Directors of said corporation.




	 	 	 	 	 
	 

	 	/s/ Lisa M. Adams 

Notary Public
	 	 






5









 






	 	 	 	 	 	 	 	 
	STATE OF

	GA 	)	 	 	 
	 	 
	 

	 	 	 	 	 	 	 
	 

	 	)	 	 	ss.:	 	 
	COUNTY OF

	COBB 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 





          On
 this 29 day of December, 2006, before me personally came Stratton J. Nicolaides who,
being by me duly sworn, did state as follows: that he is Director of Numerex Investment
Corporation, that he is authorized to execute the foregoing Grant on behalf of said corporation and
that he did so by authority of the Board of Directors of said corporation.




	 	 	 	 	 
	 

	 	/s/ Lisa M. Adams 

Notary Public
	 	 






6









 






	 	 	 	 	 	 	 	 
	STATE OF

	GA 	)	 	 	 
	 	 
	 

	 	 	 	 	 	 	 
	 

	 	)	 	 	ss.:	 	 
	COUNTY OF

	COBB 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 





     On this
29 day of December, 2006, before me personally came Stratton J. Nicolaides who,
being by me duly sworn, did state as follows: that he is CEO and Treasurer of Numerex Solutions,
LLC, that he is authorized to execute the foregoing Grant on behalf of said corporation and that he
did so by authority of the Board of Directors of said corporation.



	 	 	 	 	 
	 

	 	/s/ Lisa M. Adams 

Notary Public
	 	 







7









 






	 	 	 	 	 	 	 	 
	STATE OF

	GA 	)	 	 	 
	 	 
	 

	 	 	 	 	 	 	 
	 

	 	)	 	 	ss.:	 	 
	COUNTY OF

	COBB 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 





     On this
29 day of December, 2006, before me personally came Stratton J. Nicolaides who,
being by me duly sworn, did state as follows: that he is CEO and Treasurer of Cellemetry, LLC,
that he is authorized to execute the foregoing Grant on behalf of said corporation and that he did
so by authority of the Board of Directors of said corporation.



	 	 	 	 	 
	 

	 	/s/ Lisa M. Adams 

Notary Public
	 	 






8









 






	 	 	 	 	 	 	 	 
	STATE OF

	GA 	)	 	 	 
	 	 
	 

	 	 	 	 	 	 	 
	 

	 	)	 	 	ss.:	 	 
	COUNTY OF

	COBB 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 





     On this
29 day of December, 2006, before me personally came Stratton J. Nicolaides who,
being by me duly sworn, did state as follows: that he is Chairman and Treasurer of Broadband
Networks, Inc., that he is authorized to execute the foregoing Grant on behalf of said corporation
and that he did so by authority of the Board of Directors of said corporation.



	 	 	 	 	 
	 

	 	/s/ Lisa M. Adams 

Notary Public
	 	 






9









 






	 	 	 	 	 	 	 	 
	STATE OF

	GA 	)	 	 	 
	 	 
	 

	 	 	 	 	 	 	 
	 

	 	)	 	 	ss.:	 	 
	COUNTY OF

	COBB 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 





     On
this 29 day of December, 2006, before me personally came Stratton J. Nicolaides who,
being by me duly sworn, did state as follows: that he is CEO and Treasurer of Digilog, Inc., that
he is authorized to execute the foregoing Grant on behalf of said corporation and that he did so by
authority of the Board of Directors of said corporation.



	 	 	 	 	 
	 

	 	/s/ Lisa M. Adams 

Notary Public
	 	 






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