X0306 4 2017-12-07 0 0000870753 NUMEREX CORP /PA/ NMRX 0001111863 SIERRA WIRELESS INC 13811 WIRELESS WAY RICHMOND, BRITISH COLUMBIA Z4 V6V 3A4 CANADA (FEDERAL LEVEL) 0 0 1 0 Class A Common Stock, no par value 2017-12-07 4 P 0 19680040 A 19680040 D On December 7, 2017, pursuant to the Agreement and Plan of Merger, dated as of August 2, 2017 (the "Merger Agreement"), by and among Sierra Wireless, Inc. ("Sierra Wireless"), Wireless Acquisition Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Sierra Wireless ("Merger Sub"), and Numerex Corp. ("Numerex"), Merger Sub merged with and into Numerex, with Numerex surviving as a wholly-owned subsidiary of Sierra Wireless (the "Merger"). Pursuant to the Merger Agreement, at the Effective Time of the Merger (the "Effective Time"), each share of Class A Common Stock, no par value, of Numerex issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.1800 common shares, no par value, of Sierra Wireless (the "Merger Consideration"). (Continued from Footnote 1) Additionally, each outstanding restricted stock unit, in-the-money option and in-the-money stock appreciation right of Numerex was cancelled in exchange for the right to receive the Merger Consideration in accordance with the terms of the Merger Agreement. Subject to certain exceptions specified in the Merger Agreement, each outstanding warrant issued by Numerex (with the exception of that certain warrant, dated as of June 7, 2017, issued by Numerex to HCP-FVF, LLC) was cancelled in exchange for the right to receive the Merger Consideration or, if not exercised, was otherwise cancelled at the Effective Time. This figure represents 100% of the shares of Class A Common Stock, no par value, of Numerex issued and outstanding immediately prior to the Effective Time. /s/ David G. McLennan, Chief Financial Officer and Secretary 2017-12-08