-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T2P1Hch4ygmA8P4sf7uryqXfMrHq21PoqhHFIVmmmx3Wj/Jl2KD7Ns9yaGoB5N0W F/ll/J1iuyGhEVtXJjo5vw== 0001144204-07-032673.txt : 20070620 0001144204-07-032673.hdr.sgml : 20070620 20070619174043 ACCESSION NUMBER: 0001144204-07-032673 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20070620 DATE AS OF CHANGE: 20070619 GROUP MEMBERS: ANDREW J. RYAN GROUP MEMBERS: BRIAN C. BEAZER GROUP MEMBERS: JOHN F. MCGILL, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUMEREX CORP /PA/ CENTRAL INDEX KEY: 0000870753 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 112948749 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46687 FILM NUMBER: 07929622 BUSINESS ADDRESS: STREET 1: 1600 PARKWOOD CIRCLE STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 770-693-5950 MAIL ADDRESS: STREET 1: 1600 PARKWOOD CIRCLE STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30339 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RYE 68, LLC CENTRAL INDEX KEY: 0001402769 IRS NUMBER: 260140027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O SALISBURY & RYAN LLP STREET 2: 1325 AVENUE OF THE AMERICAS, SUITE 704 CITY: NEW YORK STATE: NY ZIP: 10019-6026 BUSINESS PHONE: 212-977-4660 MAIL ADDRESS: STREET 1: C/O SALISBURY & RYAN LLP STREET 2: 1325 AVENUE OF THE AMERICAS, SUITE 704 CITY: NEW YORK STATE: NY ZIP: 10019-6026 SC 13D 1 v078840_sc13d.txt -------------------------- OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- -------------------------- OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden Hours per response. . 14.5 -------------------------- SCHEDULE 13 D Under the Securities Exchange Act of 1934 (Amendment No. ______)* NUMEREX CORP. - -------------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK, NO PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 67053A102 - -------------------------------------------------------------------------------- (CUSIP Number) Andrew Ryan, Esq., Salisbury & Ryan LLP, 1325 Avenue of the Americas, NY, NY 10019 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 19, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ? Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Persons who respond to the collection of information contained in this form are not Required to respond unless the form displays a currently valid OMB control number. SCHEDULE 13D - ---------------------- -------------------- CUSIP No. 67053A102 Page of Pages - ---------------------- -------------------- - ------- ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rye 68, LLC - ------- ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] - ------- ------------------------------------------------------------------------ 3 SEC USE ONLY - ------- ------------------------------------------------------------------------ 4 Source of funds* PF/00 - ------- ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT N/A - ------- ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------- ------------------------------------------------------------------------ 7 SOLE VOTING POWER 0 ----- ------------------------------------------------ 8 SHARED VOTING POWER 500,000 (See Item 5, Note 1) ----- ------------------------------------------------ 9 SOLD DISPOSITIVE POWER 0 ----- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 500,000 (See Item 5, Note 1) - ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 - ------- ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* v - ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.83% - ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* 00-limited liability company - ------- ------------------------------------------------------------------------ SCHEDULE 13D - --------------------- --------------------- CUSIP No. 67053A102 Page of Pages - --------------------- --------------------- - ------- ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew J. Ryan - ------- ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] (See Item 5, Note 1) - ------- ------------------------------------------------------------------------ 3 SEC USE ONLY - ------- ------------------------------------------------------------------------ 4 Source of funds* PF/00 - ------- ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT N/A - ------- ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------- ------------------------------------------------------------------------ 7 SOLE VOTING POWER 36,000 (See Item 5, Note 2) ----- ------------------------------------------------ 8 SHARED VOTING POWER 650,000 (See Item 5, Note 3) ----- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 36,000 (See Item 5 Note 2) ----- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 650,000 (See Item 5, Note 3) - ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 686,000 (See Item 5, Notes 2 and 3) - ------- ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* v (See Item 5, Note 6) - ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.26% - ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------- ------------------------------------------------------------------------ SCHEDULE 13D - --------------------- -------------------- CUSIP No. 67053A102 Page of Pages - --------------------- -------------------- - ------- ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brian C. Beazer - ------- ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] (See Item 5, Note 1) - ------- ------------------------------------------------------------------------ 3 SEC USE ONLY - ------- ------------------------------------------------------------------------ 4 Source of funds* PF/00 - ------- ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT N/A - ------- ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - ------- ------------------------------------------------------------------------ 7 SOLE VOTING POWER 30,278 (See Item 5, Note 4) ----- ------------------------------------------------ 8 SHARED VOTING POWER 500,000 (See Item 5, Note 1) ----- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 30,278 (See Item 5, Note 4) ----- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 500,000 (See Item 5, Note 1) - ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 530,278 (See Item 5, Notes 1 and 4) - ------- ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.06% - ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------- ------------------------------------------------------------------------ SCHEDULE 13D - --------------------- -------------------- CUSIP No. 67053A102 Page of Pages - --------------------- -------------------- - ------- ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John F. McGill, Jr. - ------- ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] (See Item 5, Note 1) - ------- ------------------------------------------------------------------------ 3 SEC USE ONLY - ------- ------------------------------------------------------------------------ 4 Source of funds* PF/00 - ------- ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT N/A - ------- ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------- ------------------------------------------------------------------------ 7 SOLE VOTING POWER 36,000 (See Item 5, Note 5) ----- ------------------------------------------------ 8 SHARED VOTING POWER 500,000 (See Item 5, Note 1) ----- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 36,000 (See Item 5, Note 5) ----- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 500,000 (See Item 5, Note 1) - ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 536,000 - ------- ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% - ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------- ------------------------------------------------------------------------ SCHEDULE 13D OF RYE 68, LLC, ANDREW J. RYAN, BRIAN C. BEAZER AND JOHN F. MCGILL, JR. PRELIMINARY NOTE: The purpose of this Schedule 13D is to reflect the acquisition in a privately negotiated transaction by Rye 68, LLC of 500,000 shares of the common stock of Numerex Corp. from Kenneth Manser, a former director of Numerex Corp. Rye 68 LLC is owned by Andrew J. Ryan (25%), Brian Beazer (25%) and John F. McGill, Jr. (50%). Mr. Ryan and Mr. Beazer are currently both directors of Numerex Corp. Item 1. SECURITY AND ISSUER (a) This Schedule 13D statement relates to the Class A Common Stock, no par value (the "Common Stock") of Numerex Corp. (the "Company"). (b) The Company's principal executive offices are located at: 1600 Parkwood Circle, SE, Suite 500, Atlanta, GA 30339. Item 2. IDENTITY AND BACKGROUND (a) This Schedule 13D statement is being filed by Rye 68, LLC, Andrew J. Ryan, Brian C. Beazer and John F. McGill, Jr. (individually a "Reporting Person" and collectively the "Reporting Persons"). The filing of this Schedule 13D statement shall not be construed as an admission (i) that any of the Reporting Persons are, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the securities covered by this Schedule 13D, or (ii) that this Schedule 13D is legally required to be filed by any of the Reporting Persons (b) Residence or Business Address: the residence or business address of the Reporting Persons are as follows: Rye 68, LLC Andrew J. Ryan, Esq. c/o Salisbury & Ryan LLP Salisbury & Ryan LLP 1325 Avenue of the Americas 1325 Avenue of the Americas New York, NY 10019 New York, NY 10019 Brian C. Beazer John F. McGill, Jr. 330 East 38th Street East River Bank Suite 34D 4341 Ridge Avenue New York, NY 10016 Philadelphia, PA 19129 (c) Principal Occupation/Business Rye 68, LLC is special purpose vehicle formed to purchase and hold shares of the Company. Andrew J. Ryan has practiced law with the law firm Salisbury & Ryan LLP since 1994. Mr. Ryan has been a director of the Company since May 1996 and since that time has served as the designee of Gwynedd Resources Ltd. ("Gwynedd"), the Company's largest shareholder. Brian C. Beazer is currently the Non-Executive Chairman of the Board of Beazer Homes USA, Inc., a national homebuilder with an address of 1000 Abernathy Road, Suite 1200, Atlanta, GA 30328. Mr. Beazer has served as a director of the Company since June 2002. John F. McGill, Jr. is currently the Non-Executive Chairman of the Board of East River Bank, a Pennsylvania state chartered savings bank with an address of 4341 Ridge Avenue, Philadelphia, PA 19129. (d) Criminal Convictions: During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) Court or Administrative Proceedings: During the last five years, none of the Reporting Persons has been a party competent jurisdiction and as a result of which such proceeding such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: The Reporting Persons who are natural persons are citizens of the United States except Brian C. Beazer who is a citizen of the United Kingdom. Rye 68, LLC is a limited liability company formed under the laws of the State of Delaware. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS Rye 68, LLC has 100 authorized membership units. Mr. McGill contributed $1,031,250 in exchange for 50 membership units. Mr. Ryan and Mr. Beazer each contributed $515,625 in exchange for 25 membership units. In a privately negotiated transaction, Rye 68, LLC acquired 500,000 of the 711,658 shares of the Company's Common Stock previously owned by Kenneth Manser, a former director of the Company, for an aggregate consideration of $4,125,000 or $8.25 per share on June 19, 2007. One half of the consideration for the 500,000 shares of Common Stock ($2,062,500) was paid to Mr. Manser in cash by Rye 68, LLC and the balance ($2,062,500) will be paid to Mr. Manser pursuant to a three year promissory note of Rye 68, LLC in favor of Mr. Manser bearing interest at 8% per annum with interest payable semi-annually. The note is due to be paid in full on the third anniversary of the acquisition by Rye 68, LLC of the 500,000 shares previously owned by Mr. Manser. Rye 68, LLC acquired the 500,000 shares from Mr. Manser pursuant to a Stock Purchase Agreement (Exhibit 99.1), a Promissory Note and Stock Pledge Agreement (Exhibit 99.2) and an Escrow Agreement (Exhibit 99.3) (the foregoing collectively the "Transaction Documents"). Of the 500,000 shares being acquired by Rye 68, LLC, 250,000 shares are pledged as security for repayment of Rye 68, LLC's note in favor of Mr. Manser. Item 4. PURPOSE OF TRANSACTION The Reporting Persons acquired the shares of Common Stock for investment purposes pursuant to the Transaction Documents. (a) Subject to the availability of shares at acceptable prices, each Reporting Person reserves the right to purchase additional shares from time to time as conditions may appear advantageous for doing so. No Reporting Person has any present plans to dispose of any material amount of the Company's securities held by such Reporting Person. No Reporting Person has any present plans or proposals which relate to or would result in any of the following: (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure; (g) Any changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) Any action similar to any of those enumerated above. In their capacities as directors of the Company, Mr. Beazer and Mr. Ryan may from time to time consider plans or proposals relating to: the acquisition of additional securities of the Company or the disposition of securities of the Company; an extraordinary transaction, such as a merger, reorganization or liquidation of the Company; a sale or transfer of a material amount of assets of the Company or any subsidiaries; changing the present board of directors or management of the Company, materially changing the present capitalization or dividend policy of the Company; making other material changes in the Company's business or corporate structure; changing the Company's charter, bylaws or instruments corresponding thereto or other actions which may affect control of the Company's; causing the Company's Common Stock to no longer be quoted on the Nasdaq Capital Market; causing the Company's Common Stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended or taking any action similar to any of those enumerated above. Mr. Beazer and Mr. Ryan are also eligible to participate in current and future plans and arrangements pursuant to which the company's directors may acquire options or purchase shares of the Company's Common Stock. Item 5. INTEREST IN SECURITIES OF THE ISSUER (a) Beneficial Ownership and (b) Voting and Dispositive Powers: Items 7, 8, 9, 10,11, 12 and 13 from pages 2 through 5 of this Statement are incorporated herein by reference. (1) Represents all 500,000 shares of the Company that Rye 68, LLC is acquiring from Mr. Manser. Pursuant to a letter agreement among Rye 68, LLC, Mr. Ryan, Mr. Beazer and Mr. McGill, none of the shares owned by Rye 68, LLC will be sold, pledged or transferred except with the unanimous consent of Rye 68's members (Exhibit 99.4). Mr. Ryan, Mr. Beazer and Mr. McGill are the sole members and constitute the Board of Managers of Rye 68, LLC until such time as the note in favor of Mr. Manser has been repaid in full. Accordingly, there is shared voting and dispositive power with regard to the 500,000 shares purchased by Rye 68, LLC from Mr. Manser. (2) Represents shares owned individually by Mr. Ryan as to which there are no shared voting or dispositive powers. (3) Represents the 500,000 shares purchased from Mr. Manser by Rye 68, LLC as to which there is shared voting and dispositive power with Rye 68, LLC's other members; represents options to purchase 150,000 Shares owned by Salisbury & Ryan LLP granted in 1999 and 2000 as to which there is shared voting and dispositive power between Mr. Ryan and his law partner; and represents the 36,000 shares owned individually by Mr. Ryan. (4) Represents 30,278 shares and options granted to Mr. Beazer for his services as a director of the Company. (5) Represents 36,000 shares owned outright by Mr. McGill. (6) Mr. Ryan serves as the designee of Gwynedd on the Company's Board of Directors. Mr. Ryan disclaims beneficial ownership of the 3,207,280 shares of the Company's Common Stock owned by Gwynedd. (b) Transactions in Securities of the Company During Past Sixty Days: On June 19, 2007, Rye 68, LLC acquired 500,000 shares of the Company's Common Stock from Kenneth Manser, a former director of the Company, for $8.25 per share in a privately negotiated transaction. For additional information, see Item 3 above. (c) Dividends and Proceed: No other person is known by any Reporting Person to have the right to receive dividends from, or the proceeds from the sale of, shares covered by this Statement, except that pursuant to the Note and Pledge Agreement made by Rye 68, LLC in favor of Mr. Manser, Mr. Manser has a lien on any dividends or other distributions paid on the pledged 250,000 shares. (d) Date Reporting Person Ceased to be Beneficial Owner of More than 5% of the Company's Stock: Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to the letter agreement among Rye 68, LLC, Mr. Ryan, Mr. Beazer and Mr. McGill (Exhibit 99.4) none of the shares owned by Rye 68 will be sold, pledger or transferred without the unanimous consent of Rye 68, LLC's members. Mr. Ryan, Mr. Beazer and Mr. McGill are the sole members of and constitute the Board of Managers of Rye 68, LLC until such time as the note in favor of Mr. Manser has been repaid in full. Pursuant to the Transaction Documents, 250,000 shares of Common Stock acquired by Rye 68, LLC are pledged to secure Rye 68, LLC's obligation to repay the note in favor of Mr. Manser in the amount of $2,062,500 Item 7. MATERIAL TO BE FILED AS EXHIBITS The following shall be filed as exhibits: copies of written agreements relating to the filing of joint acquisition statements as required by ss.240.13d-1(k) and copies of all written agreements, contracts, arrangements, understandings, plans or proposals relating to: (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer control, liquidation sale of assets, merger, or change in business or corporate structure or any other matter as disclosed in Item 4; and (3) the transfer or voting of the securities, finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6. Exhibit 99.1 Stock Purchase Agreement between Rye 68, LLC and Kenneth Manser. Exhibit 99.2 Rye 68, LLC Promissory Note and Pledge Agreement in favor of Mr. Manser. Exhibit 99.3 Escrow Agreement between Rye 68, LLC Kenneth Manser and escrow agent. Exhibit 99.4 Letter Agreement between Mr. Ryan, Mr. Beazer and Mr. McGill. Exhibit 99.5 Joint Filing Agreement Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. RYE 68, LLC By: /s/ Andrew J. Ryan Date 6/19/07 --------------------------------- ---------------- Name: Andrew J. Ryan Title: Manager /s/ Andrew J. Ryan Date 6/19/07 - ------------------------------------ ---------------- ANDREW J. RYAN /s/ Brian C. Beazer Date 6/19/07 - ------------------------------------ ---------------- BRIAN C. BEAZER /s/ John F. McGill, Jr. Date 6/19/07 - ------------------------------------ ---------------- JOHN F. MCGILL, JR. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) EX-99.1 2 v078840_ex99-1.txt EXHIBIT 99.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of June 19, 2007 and is entered into by and between Rye 68, LLC a Delaware limited liability company having offices c/o Salisbury & Ryan LLP, 1325 Avenue of the Americas, New York, New York 10019 ("Rye 68") and Kenneth Manser, 17 The Avenue, Dunstable, Bedfordshire, LU6 2AA United Kingdom ("Mr. Manser"). W I T N E S S E T H: WHEREAS, Mr. Manser is currently the beneficial and record owner of 711,658 shares of Class A Common Stock ("Numerex Shares") of Numerex Corp., a Pennsylvania corporation ("Numerex"); WHEREAS, Mr. Manser desires to sell to Rye 68 and Rye 68 desires to buy from Mr. Manser 500,000 Numerex Shares on the terms and conditions stated herein. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. 1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Mr. Manser hereby sells, assigns and transfers to Rye 68, and Rye 68 hereby purchases and acquires from Mr. Manser 500,000 Numerex Shares (the "Purchased Shares"). 2. Purchase Price: Amount and Payment. A. Amount. In consideration for the sale, assignment and transfer of the Purchased Shares by Mr. Manser to Rye 68, Rye 68 shall pay to Mr. Manser a purchase price in the amount of Four Million One Hundred Twenty Five Dollars (US $4,125,000) (the "Purchase Price"). One half of the Purchase price, Two Million Sixty Two Thousand and Five Hundred Dollars ($2,062,500) shall be paid to Mr. Manser on the Closing Date (as defined below). The balance of the Purchase Price shall be paid on the Closing Date by the issuance, execution and delivery by Rye 68 to Mr. Manser of a Promissory Note and Stock Pledge in the form of Exhibit A hereto (the "Note"). B. The Note. On the Closing Date, Rye 68 shall deliver to Mr. Manser the original copy of the Note. The Note shall be issued in an original principal amount equal to one half of the Purchase Price ($2,062,500), and shall accrue interest from the date thereof through and until June 19, 2010 (the "Maturity Date") at the rate of eight percent (8.00%) per annum. -1- 3. Closing. Consummation of the purchase and sale of the Purchased Shares contemplated in this Agreement (the "Closing") shall take place immediately after the execution of this Agreement at the office of Salisbury & Ryan LLP, at 10:00 am New York City time, on June 19, 2007 (the "Closing Date"). All acts, deliveries, payments and other documents relating to the transactions contemplated hereby shall be deemed to occur contemporaneously and simultaneously upon the occurrence of the last act, delivery, or payment and none of such acts, deliveries or payments shall be effective unless and until the last of the same shall have occurred. . A. Deliveries at the Closing. At the Closing: Mr. Manser shall deliver the Purchased Shares by delivery of one or more original stock certificates representing the Purchased Shares, duly endorsed with appropriate signature guarantees for transfer to Rye 68 or attaching stock powers or other instruments of transfer with appropriate signature guarantees relating thereto, executed in blank; i. Rye 68 shall deliver 250,000 Numerex Shares to the Escrow Agent with appropriate signature guarantees or stock powers or other instruments of transfer with appropriate signature guarantees relating thereto, executed in blank in accordance with the Escrow Agreement in the form of Exhibit B hereto (the "Escrow Agreement"); ii. Rye 68 shall (x) pay Mr. Manser Two Million Sixty Two Thousand Five Hundred Dollars $2,062,500 by wire transfer in immediately available funds and (y) deliver to Mr. Manser the executed Note; iii. Rye 68 shall deliver to Mr. Manser a certificate of the Secretary of Rye 68, certifying that attached thereto is a true and complete copy of resolutions adopted by the Board of Managers of Rye 68, authorizing the execution, delivery and performance of the Transaction Documents ; and iv. The parties hereto shall deliver to each other such other documents, instruments and agreements as reasonably requested by the parties. 4. Representations and Warranties. A. Representations and Warranties of Rye 68. Rye 68 hereby represents and warrants to Mr. Manser that the following statements are true and correct: i. Valid Existence. Rye 68 is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Rye 68 has all requisite power and authority to execute, deliver and to perform all of its obligations under this Agreement, the Note and the Escrow Agreement (collectively, the "Transaction Documents"). -2- ii. Authorization; No Conflict. The execution, delivery and performance by Rye 68 of the Transaction Documents are within its company powers, have been duly authorized by all necessary and appropriate action, and the Transaction Documents have been duly and validly executed and delivered by Rye 68. iii. Binding Obligations. Each of the Transaction Documents constitutes a legal, valid and binding obligation of Rye 68, enforceable against it in accordance with the terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). iv. No Violation. The execution, delivery and performance by Rye 68 of each Transaction Document does not and will not violate any provision of any applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect, or result in a breach of or constitute a default under Rye 68's governing documents or any indenture or loan or credit agreement or any other material agreement, lease or instrument to which Rye 68 is a party or by which its properties may be bound or affected . v. Approvals. No consent of any person or entity and no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of any Transaction Document that has not been obtained. vi. Litigation. No action, suit or proceeding is pending or, threatened against Rye 68 before any court or governmental authority which relates to any Transaction Document or any action to be taken pursuant thereto. vii. Compliance with Laws. Rye 68 is in compliance in all material respects with all laws, rules, regulations and requirements of any governmental authority applicable to its business and properties. viii. Investment Intent. The Purchased Shares are being acquired from Mr. Manser solely for Rye 68's own account for investment purposes, not as a nominee or agent, and not with a view to resell or distribute and without any present intention of selling, offering to sell or otherwise disposing of or distributing the Purchased Shares or any portion thereof in any transaction other than a transaction complying with the registration requirements under applicable securities laws and regulations, including federal, state and provincial laws and regulations of the U.S., or pursuant to an exemption therefrom. ix. Financial Wherewithal. Rye 68 has adequate net worth and means for providing for Rye 68's current financial needs and contingencies, has no need for liquidity of investment with respect to the Purchased Shares that are being acquired and is in a financial position to bear the economic risk of the Purchased Shares. -3- x. Accredited Investor. Rye 68 is an "Accredited Investor" as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended. xi. Finder's Fees. Rye 68 has not retained any finder or broker in connection with the transactions contemplated in the Transaction Documents, and Rye 68 agrees to indemnify and to hold Mr. Manser harmless for and from any liability for commission or compensation in the nature of a finder's fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which Rye 68, or any person or entity on behalf of Rye 68, is or may be responsible as a result of the transactions contemplated in the Transaction Documents. B. Representations and Warranties of Mr. Manser. Mr. Manser hereby represents and warrants to Rye 68 that the following statements are true and correct as of the date hereof: i. Binding Obligations. Each of the Transaction Documents constitutes a legal, valid and binding obligation of Mr. Manser, enforceable against him in accordance with the terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). ii. Approvals. No consent of any person or entity and no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance by Mr. Manser of the Transaction Documents that has not been obtained. iii. Litigation. No action, suit or proceeding is pending or, threatened against Mr. Manser before any court or governmental authority which relates to the Purchased Shares and/or the Transaction Documents or any action to be taken pursuant thereto. iv. Liens on Purchased Shares. Mr. Manser owns, beneficially and of record, all of the Purchased Shares, free and clear of any restrictions on transfer (other than rights exercisable by Numerex, restrictions arising under this Agreement or under the federal or state securities laws), claims, taxes, pledges, liens, hypothecations, encumbrances, options, warrants, rights, contracts, calls, puts, shareholder agreements, subscription agreements, voting trust agreements, proxies, securities convertible or exchangeable into or for the Purchased Shares or other commitments or agreements of any kind. v. Access to Information. Mr. Manser has been given the opportunity to have access to non-public information regarding Numerex, including, in particular, the current financial condition of Numerex, and the risks associated therewith and has utilized such access to Mr. Manser's satisfaction for the purpose of obtaining information or verifying information. Mr. Manser acknowledges that he has been afforded access to senior executives of Numerex . (including Numerex's Chief Executive officer and Chief Financial Officer) and that he has asked them questions sufficient to satisfy himself that he is aware of Numerex's financial status and prospects. Mr. Manser acknowledges that he has been afforded an opportunity to request and review any documents necessary to confirm his awareness of Numerex's financial status and prospects. -4- vi. Inside Information. Mr. Manser acknowledges and confirms that he possesses confidential, non-public information about Numerex Corp. and its financial status and prospects and agrees that with the exception of the sale to Rye 68 he must refrain from buying or selling Numerex shares until such information in his possession is no longer confidential and non-public. vii. Finder's Fees. Mr Manser has not retained any finder or broker in connection with the transactions contemplated in the Transaction Documents, and Mr. Manser agrees to indemnify and to hold Rye 68 harmless for and from any liability for commission or compensation in the nature of a finder's fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which Mr. Manser, or any person or entity on behalf of Mr. Manser, is or may be responsible as a result of the transactions contemplated in the Transaction Documents. 5. Miscellaneous. A. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including telecopier) and shall be effective (a) if given by mail, when deposited in the mails or (b) if given by telecopier, when so telecopied. Notices hereunder shall be mailed or telecopied as follows: If to Rye 68: c/o Andrew Ryan, Esq. Salisbury & Ryan LLP 1325 Avenue of the Americas New York, NY 10019 Telecopy No.: (212) 977-4668 . If to Mr. Manser: Mr. Kenneth Manser 17 The Avenue Dunstable, Bedfordshire LU6 2AA, United Kingdom B. No Waiver. No delay or failure on the part of any party hereto to exercise any right, power or privilege granted under this Agreement or any other Transaction Document or available at law or in equity, shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege. No waiver shall be valid against any party unless made in writing and signed thereby, and then only to the extent expressly specified therein. -5- C. Expenses. Each of the parties shall pay all of its own costs and expenses (including without limitation attorneys' fees and expenses) incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement and the other Transaction Documents. D. Amendments. Any provision or right under this Agreement or the other Transaction Documents may be amended or waived by any party thereto only if such amendment or waiver is in writing and is signed by both parties. E. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, that neither party may assign or otherwise transfer any of its rights or obligations under this Agreement or any other Transaction Document to any person or entity without the prior written consent of the other party (except Mr. Manser shall be permitted to assign or otherwise transfer any of his rights to his relatives, family trusts etc.). F. Further Assurances. Each party hereto shall, at its own expense, promptly execute and deliver all such other and further documents, agreements and instruments in compliance with or accomplishment of the covenants and agreements of such party contained herein, all as may be reasonably necessary or appropriate in connection herewith. G. Severability. If any part of any provision contained in this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provision or the remaining provisions. H. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. I. Neutral Construction. The parties have negotiated this Agreement and all of the terms and conditions contained herein in good faith and at arms' length, and each party has been represented by counsel during such negotiations. No term, condition or provision contained in this Agreement shall be construed against any party or in favor of any party (x) because such party or such party's counsel drafted, revised, commented upon or did not comment upon, such term, condition or provision; or (y) because of any presumption as to any inequality of bargaining power between or among the parties. Furthermore, all terms, conditions and provisions contained in this Agreement shall be construed and interpreted in a manner which is consistent with all other terms, conditions and provisions contained in this Agreement. J. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS). -6- K. JURISDICTION AND VENUE. EACH OF THE PARTIES HERETO AGREES, WITHOUT POWER OF REVOCATION, THAT ANY CIVIL SUIT OR ACTION BROUGHT AGAINST IT AS A RESULT OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR UNDER ANY OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY WILL BE BROUGHT AGAINST IT EITHER IN THE SUPREME COURT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT LOCATED IN NEW YORK CITY. EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTIONS THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF SUCH CIVIL SUIT OR ACTION AND ANY CLAIM THAT SUCH CIVIL SUIT OR ACTION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO AGREES THAT FINAL JUDGMENT IN ANY SUCH CIVIL SUIT OR ACTION SHALL BE CONCLUSIVE AND BINDING UPON IT AND SHALL BE ENFORCEABLE AGAINST IT BY SUIT UPON SUCH JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. L. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT. FURTHER, EACH PARTY HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE OTHER PARTY, NOR THEIR COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. M. Entire Agreement. The Transaction Documents together with any exhibits and schedules attached thereto, constitute the entire understanding of the parties with respect to the subject matter thereof, and any other prior or contemporaneous agreements, whether written or oral, with respect thereto are expressly superseded thereby. N. No Implied Rights. Nothing herein express or implied, is intended to or shall be construed to confer upon or give to any person or entity, other than the parties hereto and their affiliates, any interest, rights, remedies or other benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby. [Signature page follows] -7- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. RYE 68 LLC By: /s/ Andrew J. Ryan ------------------ Name: Andrew J. Ryan -------------- Title: Manager -------------- /s/ Kenneth Manser ---------------------------- KENNETH MANSER -8- EX-99.2 3 v078840_ex99-2.txt EXHIBIT 99.2 PROMISSORY NOTE AND STOCK PLEDGE AGREEMENT $2,062,500 June 19, 2007 FOR VALUE RECEIVED, the undersigned, RYE 68, LLC, a Delaware limited liability company ("Maker"), promises to pay to the order of KENNETH MANSER, ("Payee") the principal sum of Two Million Sixty Two Thousand and Five Hundred Dollars ($2,062,500) plus interest at an annual rate of eight percent (8%) per annum through the date final payment is made by Maker. Maker agrees to pay the entire principal amount hereunder, together with any then accrued but unpaid interest thereon, on the third anniversary date of this Promissory Note and Stock Pledge Agreement ("Note"). Interest on this Note shall be paid in cash semi-annually on January 19 and June 19 of each year to the holder of this Note until this Note has been paid in full. The entire unpaid balance of the principal amount, together with interest accrued thereon, immediately shall become due and payable in full, without notice or demand, upon the occurrence of any of the following events: (i) the filing of a petition in bankruptcy or reorganization (A) by Maker under any law of the United States or any state for the relief of debtors, or (B) against Maker by any creditor of Maker which is not dismissed within ninety (90) days, (ii) the application for, or appointment of, a receiver for the property of, or the offering of a composition or extension to creditors by, or the making or attempted making of an assignment for the benefit of creditors by, Maker, or (iii) the failure of Maker to make any principal or interest payment required hereunder within ten (10) calendar days after written notice that such payment is due. Maker's payment obligations hereunder shall be secured by a pledge of two hundred and fifty thousand (250,000) shares of the common stock of Numerex Corp. (the "Shares"). Maker hereby grants a first priority security interest in, and pledges, all of its right, title and interest in and to the following, whether now owned or hereafter acquired (the "Pledged Collateral"): (a) the Shares, and the certificates representing the Shares; (b) all dividends, cash, instruments, capital stock ("Additional Shares"), and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Shares; and (c) to the extent not otherwise included in any of the foregoing, all cash and noncash proceeds of any and all of the foregoing. This pledge shall be governed by all applicable provisions of, and Payee shall have all rights and remedies with respect to the Pledged Collateral of a secured party under, the Uniform Commercial Code as in effect in the State of New York. Maker, concurrently with the execution of this Note, shall deliver one or more certificates representing the Shares to an escrow agent ("Escrow Agent") for Payee pursuant to an Escrow Agreement between Maker, Payee and Escrow Agent (the "Escrow Agreement"). Concurrently with the delivery of this Promissory Note and Stock Pledge Agreement to Payee, Maker has delivered to Payee a stock power therefore duly executed by Maker in blank. Forthwith upon Maker's acquisition of any Additional Shares, Maker shall (i) deliver to the Escrow Agent for Payee the certificates representing such Additional Shares and (ii) deliver to Payee a stock power therefore duly executed by Maker in blank. Maker agrees to deliver to Payee such other documents of transfer as Payee may from time to time request to enable Payee to transfer the pledged Shares into its name or the name of its nominee and to perfect Payee's security interest in the Pledged Collateral under applicable laws. Maker agrees that it will not (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral without the prior written consent of Payee or (ii) create or permit to exist any lien upon or with respect to any of the Pledged Collateral, except for the security interest granted hereby. Notwithstanding the foregoing, Maker shall be entitled to arrange with Payee for a sale by Maker of pledged Shares, free of the security interest granted hereby, provided that (A) such sale is permitted pursuant to the Rule 144 restrictions and/or applicable registration requirements and (B) Maker directs that the proceeds of such sale first be used to satisfy Maker's obligations pursuant to the first paragraph of this Promissory Note and Stock Pledge Agreement. In the event that, during the term of this Promissory Note and Stock Pledge Agreement, any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of Numerex Corp., then Payee shall have a security interest in all securities (whether shares of Common Stock or other securities) issued to or acquired by Maker by reason of such event related to the Pledged Collateral, and such securities shall become part of the Pledged Collateral. During the term of this Promissory Note and Stock Pledge Agreement and so long as the Pledged Collateral remains in Escrow Agent's possession, Maker shall have the right to vote the pledged Shares and exercise any voting rights pertaining to such Pledged Collateral, and to give consents, ratifications and waivers with respect thereto, for all purposes. All or any portion of the principal amount evidenced by this Promissory Note and Stock Pledge Agreement may be prepaid at any time without premium or penalty. Maker hereby waives presentment, notice of dishonor and protest in respect hereof. In the event of default under this Promissory Note and Stock Pledge Agreement, Payee shall have all rights and remedies provided at law and in equity provided. All costs and expenses of collection, including reasonable attorneys' fees, shall be added to and become part of the principal amount of this Promissory Note and Stock Pledge Agreement and shall be collectible as part of such principal amount. No interest or other amount shall be payable in excess of the maximum permissible rate under applicable law, and any interest or other amount which is paid in excess of such maximum rate shall be deemed to be a payment of principal hereunder. No amendment of any provision of this Promissory Note and Stock Pledge Agreement shall be valid unless the same shall be in writing and signed by Maker and Payee. Any term or provision of this Promissory Note and Stock Pledge Agreement may be waived at any time by the party entitled to the benefit thereof by a written instrument duly executed by such party. No waiver by any party hereto of any default, misrepresentation, or breach hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. This Promissory Note and Stock Pledge Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the principles of conflict of laws thereof. If any term or provision of the Promissory Note and Stock Pledge Agreement shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby and shall remain in full force and effect. This Promissory Note and Stock Pledge Agreement shall be binding upon the successors and assigns of Maker and shall inure to the benefit of Payee and its successors and assigns. Maker may not assign or otherwise transfer any of its rights, interests or obligations under this Note, by operation of law or otherwise, in whole or in part, without the prior written consent of the Payee. Maker: RYE 68, LLC By: Andrew J. Ryan --------------------- EX-99.3 4 v078840_ex99-3.txt EXHIBIT 99.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement"), dated as of the 19 day of June 2007 by and among Kenneth Manser ("Mr. Manser"), Rye 68, LLC a Delaware limited liability company ("Rye 68") and Alan Catherall ("Escrow Agent"). Capitalized terms used but undefined herein shall have the meanings set forth in the Note and Pledge (as defined herein). WHEREAS, Mr. Manser and Rye 68 are parties to that certain Stock Purchase Agreement dated on or about the date hereof (the "Stock Purchase Agreement"), a copy of which is attached hereto, providing for the sale by Mr. Manser to Rye 68 of 500,000 shares of Class A Common Stock of Numerex Corp. WHEREAS, pursuant to the Stock Purchase Agreement, Rye 68 is required to deposit 250,000 shares of Numerex Corp. Class A Common Stock (together with any Additional Shares, the "Numerex Stock") as security for payment of the balance of the purchase price for the Purchased Shares (as defined in the Stock Purchase Agreement); WHEREAS, the Numerex Stock is to be delivered to the Escrow Agent to be held and released by the Escrow Agent in accordance with the terms and conditions of this Agreement; and WHEREAS, the Escrow Agent is willing to serve as escrow agent pursuant to the terms and conditions of this Agreement. NOW THEREFORE, the parties agree as follows: ARTICLE I: DELIVERIES TO THE ESCROW AGENT 1.1 Delivery of Numerex Stock to Escrow Agent. On the date hereof, Rye 68 shall deliver to the Escrow Agent for Mr. Manser certificates representing the Numerex Stock together with stock powers or other instruments of transfer with appropriate signature guarantees relating thereto, executed in blank. In addition, after the date hereof, Rye 68 shall deliver to the Escrow Agent for Mr. Manser certificates representing any Additional Shares together with stock powers or other instruments of transfer with appropriate signature guarantees relating thereto, executed in blank. 1.2 Intention to Create Escrow Over Numerex Stock. Mr. Manser and Rye 68 intend that the Numerex Stock be held in escrow by the Escrow Agent for Mr. Manser pursuant to this Agreement as set forth herein. 1.3 Escrow Agent to Deliver Numerex Stock. The Escrow Agent shall hold and release the Numerex Stock only in accordance with the terms and conditions of this Agreement. 1.4 Voting Rights and Distributions. The Numerex Stock held by the Escrow Agent shall remain registered in the name of Rye 68 and Rye 68 shall be entitled to vote the Numerex Stock. As long as any shares of Numerex Stock continue to be held by the Escrow Agent pursuant to this Agreement, Rye 68 shall deposit with the Escrow Agent, to be held pursuant to the terms hereof, any additional shares that Rye 68 may be entitled to receive in respect of such escrowed Numerex Stock by way of conversion, stock dividend, stock split, reclassification, recapitalization or corporate reorganization. The term "Numerex Stock," as used in this Agreement, shall include any additional securities delivered to the Escrow Agent pursuant to the preceding sentence of this Section 1.4. 1.5 Stock Pledge. The parties acknowledge and agree that the Numerex Stock held by the Escrow Agent represents shares pledged pursuant to a Promissory Note and Stock Pledge Agreement executed by Rye 68 in favor of Mr. Manser of even date herewith (the "Note and Pledge"). ARTICLE II: RELEASE OF NUMEREX STOCK 2.1 Release of Escrow. The Escrow Agent shall release the Numerex Stock as follows: (a) Upon receipt by the Escrow Agent of joint written instructions ("Joint Instructions") signed by Mr. Manser and Rye 68, Escrow Agent shall deliver the Numerex Stock in accordance with the Joint Instructions. Upon receipt by the Escrow Agent of written instructor from Rye 68 to release Numerex Stock to Rye 68 whereby Rye 68 confirms to Escrow Agent and Mr. Manser that (x) the released Numerex Stock will be sold pursuant to Rule 144 and/or applicable registration requirements and (y) that the proceeds of such sale will be applied to prepay or to pay the principal of and accrued but unpaid interest on the Note and Pledge in part or in whole, as applicable. 2 (b) Upon receipt by the Escrow Agent of written instruction from Mr. Manser to the effect that Rye 68 is in default of its payment obligations under the Note and Pledge, Escrow Agent will release the Numerex Stock to Mr. Manser. (c) Upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award of a court or arbitable body of competent jurisdiction (a "Court Order"), the Escrow Agent shall deliver the Numerex Stock in accordance with the Court Order. Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable. 2.2 Acknowledgement of Mr. Manser and Rye 68. Mr. Manser and Rye 68 acknowledge that the only terms and conditions upon which the Numerex Stock is to be released are set forth in Article II of this Agreement. Mr. Manser and Rye 68 reaffirm their agreement to abide by the terms and conditions of this Agreement with respect to the release of the Numerex Stock, and each shall take all proper steps in connection with any such release, including delivery of any necessary stock powers. Any dispute with respect to the release of the Numerex Stock shall be resolved pursuant to Section 3.2 or by agreement among Mr. Manser and Rye 68. ARTICLE III: CONCERNING THE ESCROW AGENT 3.1 Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) Mr. Manser and Rye 68 acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either Mr. Manser and Rye 68 is entitled to receipt of the Numerex Stock pursuant to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person purporting to give notice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so; (v) shall not be responsible for the identity, authority or rights of any person, firm or corporation executing or delivering or purporting to execute or deliver this Agreement or any document deposited hereunder or any endorsement thereon or assignment thereof; (vi) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vii) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. 3 (b) Mr. Manser and Rye 68 acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. Mr. Manser and Rye 68, jointly but not severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to Mr. Manser and Rye 68 under this Agreement and to no other person. (c) Mr. Manser and Rye 68 agree to reimburse the Escrow Agent for its reasonable out-of-pocket expenses incurred in connection with the performance of its duties and responsibilities hereunder per annum not to exceed $1,000. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving thirty (30) days prior written notice of resignation to Mr. Manser and Rye 68. Prior to the effective date of the resignation as specified in such notice, Mr. Manser and Rye 68 will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Numerex Stock to a substitute Escrow Agent selected by Mr. Manser and Rye 68. If no successor Escrow Agent is named by Mr. Manser and Rye 68, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Numerex Stock with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Numerex Stock, but is serving only as escrow agent, having only possession thereof. (f) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the rights or powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except for its own willful misconduct or gross negligence. (g) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (h) The provisions of this Section 3.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement. 3.2 Dispute Resolution: Judgments. Resolution of disputes arising under this Agreement shall be subject to the following terms and conditions: 4 (a) If any dispute shall arise with respect to the delivery, ownership, right of possession or disposition of the Numerex Stock, or if the Escrow Agent shall in good faith be uncertain as to its duties or rights hereunder, the Escrow Agent shall be authorized, without liability to anyone, to (i) refrain from taking any action other than to continue to hold the Numerex Stock pending receipt of a Joint Instruction from Mr. Manser and Rye 68, or (ii) deposit the Numerex Stock with any court of competent jurisdiction in the State of New York, in which event the Escrow Agent shall give written notice thereof to Mr. Manser and Rye 68and shall thereupon be relieved and discharged from all further obligations pursuant to this Agreement. The Escrow Agent may, but shall be under no duty to, institute or defend any legal proceedings which relate to the Numerex Stock. The Escrow Agent shall have the right to retain counsel if it becomes involved in any disagreement, dispute or litigation on account of this Agreement or otherwise determines that it is necessary to consult counsel. (b) The Escrow Agent is hereby expressly authorized to comply with and obey any Court Order. In case the Escrow Agent obeys or complies with a Court Order, the Escrow Agent shall not be liable to either Mr. Manser or Rye 68 or to any other person, firm, corporation or entity by reason of such compliance. ARTICLE IV: MISCELLANEOUS 4.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters contained herein and pertaining to the escrow of the Numerex Stock and supersedes all prior agreements, understandings, negotiations and discussions of the parties, whether oral or written. There are no warranties, representations and other agreements made by the parties in connection with the subject matter hereof except as specifically set forth in this Agreement. 4.2 Extended Meanings. In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders. The word "person" includes an individual, body corporate, partnership, trustee or trust or unincorporated association, executor, administrator or legal representative. 4.3 Waivers and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by all parties, or, in the case of a waiver, by the party entitled to the benefit thereof waiving compliance. Except as expressly stated herein, no delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder preclude any other or future exercise of any other right, power or privilege hereunder. 4.4 Headings. The division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. 5 4.5 Law Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by any party against any other party concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state of New York. Each of the parties hereto and the individuals executing this Agreement and other agreements on behalf of each party agree to submit to the jurisdiction of such courts and waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. 4.6 Consent to Jurisdiction. Subject to Section 5.5 hereof, each of Mr. Manser, Rye 68 and Escrow Agent hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law. 4.7 Construction. Each party acknowledges that its legal counsel participated in the preparation of this Agreement and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Agreement to favor any party against any other. 4.8 Termination. This escrow shall terminate upon the release of all Numerex Stock or at any time upon the agreement in writing of Mr. Manser and Rye 68. 4.9 Notices. All notices, request, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given one (1) day after being sent by telecopy (with copy delivered by overnight courier, regular or certified mail): TO ESCROW AGENT: Mr. Alan Catherall Numerex Corp. 1600 Parkwood Circle Suite 500 Atlanta, GA 30339-2119 TO MR. MANSER: 17 The Avenue Dunstable, Bedfordshire LU6 2AA United Kingdom TEL: 011 44 1582 667007 6 TO RYE 68: c/o Salisbury & Ryan LLP 1325 Avenue of the Americas New York, NY 10019 TEL: (212) 977-4660 FAX: (212) 977-4668 or to such other address as any of them shall give to the others by notice made pursuant to this Section. 4.10 Assignment; Binding Agreement. Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns. 4.11 Invalidity. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. 4.12 Counterparts/Execution. This Agreement may be executed in any number of counterparts and by different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission. 4.13 Agreement. Each of the undersigned states that he has read the foregoing Escrow Agreement and understands and agrees to it. 7 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their fully authorized representatives effective as of the day and year first above written. /s/ Kenneth Manser - -------------------------------------------- KENNETH MANSER RYE 68, LLC By: /s/ Andrew J. Ryan --------------------------------------- Andrew J. Ryan Manager /s/ Alan Catherall --------------------------------------- Alan Catherall Escrow Agent 8 EX-99.4 5 v078840_ex99-4.txt EXHIBIT 99.4 June 11, 2007 Mr. J. McGill Mr. B. Beazer 9419 Meadowbrook Avenue 330 East 38th Street, Suite 34D Philadelphia, PA 19118 New York, NY 10016 Re: Rye 68, LLC Gentlemen: The purpose of this letter agreement is to detail the terms of our agreement regarding the purchase by Rye 68, LLC ("Rye 68") of 500,000 shares of Class A Common Stock ("Stock") of Numerex Corp. ("NMRX") from Mr. Kenneth Manser ("Mr. Manser"). This letter agreement shall serve as Rye 68's operating agreement. Any issues not addressed herein shall be supplemented by reference to the Delaware limited liability company law. Accordingly, the undersigned herby agree as follows: 1. Rye 68 is a special purpose limited liability company formed in Delaware to purchase 500,000 shares of NMRX Stock from Mr. Manser. Rye 68's sole business will be acquiring said Stock and repaying the indebtedness incurred to Mr. Manser in connection with the acquisition of said Stock. 2. The Stock will be acquired from Mr. Manser pursuant to Stock Purchase Agreement between Rye 68 and Mr. Manser (the "SPA"), a Promissory Note and Stock Pledge Agreement made by Rye 68 in favor of Mr. Manser (the "Note") and an Escrow Agreement among Rye 68, Mr. Manser and the escrow agent designated therein (the "Escrow Agreement"; the SPA, the Note and the Escrow Agreement are collectively referred to as the "Transaction Documents"). The undersigned Messrs. McGill, Beazer and Ryan acknowledge that copies of the Transaction Documents are attached hereto as Exhibit "A" and that Rye 68 is authorized to sign the Transaction Documents and to proceed to consummate the transactions described therein. 3. The undersigned Messrs. McGill, Beazer and Ryan will be the sole members of Rye 68. Rye 68 has 100 authorized membership units. Mr. McGill shall be entitled to 50 membership units in Rye 68 in exchange for a capital contribution of $1,031,250 and Mr. Beazer and Mr. Ryan shall each be entitled to 25 membership units in Rye 68 in exchange for capital contributions of $515,625. No additional membership units will be issued absent the unanimous concurrence of all Rye 68 members. Capital contributions will be made by funding into Rye 68's account at East River Bank, 4341 Ridge Avenue, Philadelphia, PA 19129. Mr. Jef McGill Mr. Brian Beazer June 11, 2007 Page 2 4. The undersigned Messrs. McGill, Beazer and Ryan will constitute the Board of Managers of Rye 68 and agree that no additional Managers will be appointed without the unanimous concurrence of all Rye 68 managers. Further, the Board of Managers agree that all material decisions regarding Rye 68 will be made with the unanimous assent of the Board of Managers. 5. The undersigned Messrs. McGill, Beazer and Ryan agree that the neither the Rye 68 membership units nor the Stock will be directly or indirectly sold, assigned, transferred, pledged, hypothecated or otherwise disposed of absent the unanimous consent of all Members. In the event that a member dies or becomes incapacitated prior to repayment of the Note, the remaining members shall be deemed to hold the deceased or incapacitated members membership units in trust on behalf of the deceased Member's heirs or on behalf of the incapacitated member until the Note has been repaid. 6. The undersigned members and Board of Managers agree that they will liquidate Rye 68 and/or distribute the NMRX Shares to Rye 68's members in accordance with their respective ownership interest immediately after the Note has been repaid in full. 7. EACH OF THE UNDERSIGNED AGREE THAT THIS LETTER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THAT ANY DISPUTE RELATED HERETO SHALL BE RESOLVED IN THE FEDERAL OR STATE COURTS RESIDENT IN BOROUGH OF MANHATTAN AND EACH OF THE UNDERSIGNED FURTHER CONSENTS TO THE EXCLUSIVE JURISDICTION OF SAID COURTS AND WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH SUCH DISPUTE. Mr. Jef McGill Mr. Brian Beazer June 11, 2007 Page 3 I look forward to a successful investment with each of you in Rye 68. If the foregoing is in accord with our agreements, please indicate by your signature below. Kind Regards, /s/ Andrew J. Ryan Andrew Ryan ACCEPTED & AGREED /s/ Brian Beazer - --------------------------- BRIAN BEAZER /s/ John F. McGill - --------------------------- JOHN F. MCGILL RYE 68, LLC By: Andrew J. Ryan ----------------------- ANDREW J. RYAN EX-99.5 6 v078840_ex99-5.txt EXHIBIT 99.5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any amendments thereto) with respect to the shares of Common Stock of Numerex Corp., a Pennsylvania corporation. The undersigned further consent and agree to the inclusion of this Agreement as an Exhibit to such Schedule 13D. IN WITNESS WHEREOF, the undersigned have executed this agreement as of the dates set forth below. - -------------------------------------------------------------------------------- RYE, LLC By: /s/ Andrew J. Ryan Date: 6/19/07 ------------------------------- ---------- Name: Andrew J. Ryan Title: Manager - -------------------------------------------------------------------------------- /s/ Andrew J. Ryan Date: 6/19/07 - ---------------------------------- ---------- Andrew J. Ryan - -------------------------------------------------------------------------------- /s/ Brian C. Beazer Date: 6/19/07 - ---------------------------------- ---------- Brian C. Beazer - -------------------------------------------------------------------------------- /s/ John F. McGill, Jr. Date: 6/19/07 - ---------------------------------- ---------- John F. McGill, Jr. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----