NOTE PURCHASE AGREEMENT

[NOTEHOLDER] (the “undersigned”) is executing and delivering this Joinder Agreement (this “Agreement”) pursuant to Section 10(h)(2) of that certain Note Purchase Agreement, dated as of December 29, 2006, by and among Berliner Communications, Inc. (“Berliner”) and certain investors set forth in Schedule A attached thereto (the “Note Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

R E C I T A L S

WHEREAS , the undersigned desires to purchase a Note in the principal amount of [PRINCIPAL] and warrants to purchase [NUMBER OF] shares of Common Stock; and

WHEREAS , the undersigned desires to enter into this Agreement to become, for all purposes, a Buyer and an Investor under the Note Purchase Agreement and to thereby evidence its intention to agree to be bound by the terms of the Note Purchase Agreement as if it were an original party thereto.

A G R E E M E N T

In consideration of the premises, the agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees as follows:

1.      The undersigned hereby acknowledges, agrees, and confirms that upon execution and delivery of this Agreement, the undersigned (and any successor in interest thereto) shall irrevocably become and be deemed to be a “Buyer” and an “Investor” under the Note Purchase Agreement and shall have all of the obligations, rights and benefits of a “Buyer” and an “Investor” (as such terms are defined and used in the Note Purchase Agreement) for all purposes under the Note Purchase Agreement. The undersigned shall further be deemed to be a secured party pursuant to the Security Agreement and a beneficiary under the Guaranty, and shall have all the obligations, rights and benefits as such under such agreements.

2.      The undersigned hereby acknowledges, agrees, and confirms that upon execution and delivery of this Agreement, the undersigned (or any successor in interest thereto) shall not be entitled to any obligations, rights or benefits expressly provided to Sigma Opportunity Fund, LLC or its affiliates (“Sigma”), in their individual capacity, under the Note Purchase Agreement.

3.      The undersigned hereby acknowledges, agrees, and confirms that upon execution and delivery of this Agreement, all representations and warranties made by Berliner under the Note Purchase Agreement speak as of the date of execution of the Note Purchase Agreement, or such other date as expressly set forth therein.

4.      The undersigned hereby acknowledges, agrees, and confirms that upon execution and delivery of this Agreement, all representations and warranties made by the undersigned as a

“Buyer” under the Note Purchase Agreement speak as of the date of execution of this Agreement.

5.      The undersigned represents and warrants that it has fully reviewed and understands the Note Purchase Agreement and acknowledges that it is not being, and has not been, represented by legal counsel for Berliner or Sigma. The undersigned further acknowledges that it has been advised to seek legal counsel independent of any party to the Note Purchase Agreement before executing this Agreement, and represents that independent legal counsel has been consulted to the extent deemed necessary by the undersigned or its duly authorized representatives.

6.      (a) The undersigned hereby irrevocably designates Sigma Opportunity Fund, LLC as collateral agent (the “Collateral Agent”) for the ratable benefit of the holders of the Not