Summary of NUMEREX CORP /PA/

Unregistered Sale of Equity Securities, Change in Directors or Principal Office

Item 3.02 Unregistered Sales of Equity Securities.

On October 9, 2008, Numerex Corp. (the "Company") announced that it had acquired Ublip Inc., a closely-held Texas corporation (the "Merger"). The consideration paid by the Company to the Ublip Inc. stockholders for the Merger included $300,000 in cash and approximately 400,000 shares of the Company's Class A Common Stock (the "Shares"). The offer and sale of the Shares was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), as a transaction not involving a public offering, and in reliance on similar exemptions under applicable state laws.

On October 10, 2008, the Company issued a press release announcing the Merger. A copy of the press release is attached hereto as Exhibit 99.1.

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Jeffrey O. Smith

Mr. Smith is a founder, President and Chief Executive Officer of Ublip Inc. In connection with the closing of the Merger, Mr. Smith resigned as a Director of the Board of Directors (the "Board") of the Company, effective immediately. Mr. Smith will become the Company's Chief Technology Officer. Mr. Smith entered into the Company's customary change-in-control severance agreement offered to certain executive officers. Mr. Smith's annual base salary as Chief Technology Officer of the Company shall be $175,000, and he received an option to purchase 75,000 shares of the Company's Class A Common Stock, subject to the Company's standard vesting schedule. As a founder of Ublip Inc., Mr. Smith received 298,500 of the Shares issued in the Merger.

Appointment of E. James Constantine

On October 14, 2008, the Board appointed E. James Constantine as a Director. Mr. Constantine will join the Board's Nominating Committee immediately. Mr. Constantine is eligible to participate in the Company's compensation plans available to non-employee directors. As compensation for his Board service, Mr. Constantine will receive an annual retainer fee and a fee for each meeting of the Board or each separate committee meeting attended.

There is no arrangement or understanding between Mr. Constantine and any other persons pursuant to which he was appointed as a Director of the Company. Mr. Constantine is not currently engaged, and has not during the last fiscal year been engaged, in any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.

On October 15, 2008, the Company issued a press release announcing Mr. Constantine's election to the Board. A copy of the press release is attached hereto as Exhibit 99.2.