AMONGStock Purchase Agreement • September 9th, 2005 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • California
LEASE AGREEMENTLease Agreement • April 30th, 1997 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals • California
ANDShare Purchase Agreement • March 24th, 2005 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • England
2 3 7.3 Accredited Investor; Knowledge and Experience. The Subscriber is an "accredited investor," as that term is defined in Rule 501(a) under the Securities Act, a copy of which the undersigned has read and understands. The Subscriber has such...Securities Purchase Agreement • April 15th, 1997 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of November 15, 2000, by and among XIT CORPORATION, a New Jersey corporation ("XIT"), MICROTEL INTERNATIONAL, INC., a Delaware corporation ("MicroTel") (XIT and MicroTel...Asset Purchase Agreement • December 12th, 2000 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals • California
ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT DATED AS OF MARCH 31, 1999 BY AND BETWEEN HYCOMP, INC. OF 165 CEDAR HILL STREET, MARLBOROUGH, MASSACHUSETTS 01752 (THE 'SELLER') AND HYCOMP ACQUISITION CORP., C/O SATCON TECHNOLOGY CORPORATION, 161...Asset Purchase Agreement • May 17th, 1999 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
RECITALSSecurity Agreement • August 16th, 2004 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals • California
2- 3 Seven Dollars ($5,827). Accordingly, concurrent with the execution of this Agreement, MicroTel shall deliver to Mr. Gorry a check in the amount of Seven Thousand Five Hundred Twenty-Seven Dollars ($7,527.00) made payable to "Gorry & Meyer L.L.P....Settlement Agreement • April 30th, 1997 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals • California
EXHIBIT 10 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT ("AGREEMENT") is made as of the date set forth on the signature page to this Agreement, by and between Emrise Corporation, a Delaware corporation ("COMPANY"), and the individual named...Indemnification Agreement • December 9th, 2004 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • California
PROMISSORY NOTEPromissory Note • April 15th, 1998 • Microtel International Inc • Printed circuit boards • California
GATEWAY POINTE] LEASE AGREEMENTLease Agreement • November 15th, 1999 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals
AGREEMENTCommon Stock Purchase Agreement • April 30th, 1997 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals
RECITALS:Share Exchange Agreement • April 15th, 1998 • Microtel International Inc • Printed circuit boards • California
EXHIBIT 10.31 SUBLEASE AGREEMENT I. BASIC SUBLEASE INFORMATION --------------------------Sublease Agreement • March 31st, 2003 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • December 30th, 2004 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of July 13, 2004, by and among MICROTEL INTERNATIONAL, INC., a Delaware corporation (the "COMPANY"), and the purchasers listed...Registration Rights Agreement • April 12th, 2005 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • California
RECITALSPledge and Security Agreement • August 16th, 2004 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals • California
RECITALSCredit and Security Agreement • August 16th, 2007 • Emrise CORP • Instruments for meas & testing of electricity & elec signals
EXHIBIT 10.35 DATE OF LOAN AGREEMENT 12 NOVEMBER 2002 PARTIES (1) XCEL POWER SYSTEMS LIMITED (Company Number 00575679) whose registered office is at Brunswick Road, Cobbs Wood, Ashford, Kent, TN23 1EB (the "Borrower") (2) VENTURE FINANCE PLC AS LENDER...Loan Agreement • March 31st, 2003 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of December 29, 2004, by and among Emrise Corporation, a Delaware corporation (the "COMPANY"), and the investors signatory...Registration Rights Agreement • December 30th, 2004 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 10.11 LLOYDS TSB BUSINESS LOAN AGREEMENT We LLOYDS TSB BANK PLC (the "Bank") of PO Box 18436, 39 Threadneedle Street, EC2R 8PT offer you XCEL CORPORATION LIMITED (company registered number (969006) of Brunswick Road, Cobbs Wood, Ashford, Kent...Business Loan Agreement • November 14th, 2005 • Emrise CORP • Instruments for meas & testing of electricity & elec signals
DATE OF LOAN AGREEMENT 2002 PARTIES (1) XCEL POWER SYSTEMS LIMITED (Company Number 00575679) whose registered office is at Brunswick Road, Cobbs Wood, Ashford, Kent, TN23 1EB (the "BORROWER") (2) VENTURE FINANCE PLC AS LENDER (Company Number 2281768)...Loan Agreement • March 31st, 2003 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals
EXHIBIT 10.1 FORBEARANCE AGREEMENT --------------------- This Agreement (the "Agreement"), dated as of November 20, 2006, is entered into by and among EMRISE CORPORATION, a Delaware corporation, EMRISE ELECTRONICS CORPORATION, a New Jersey corporation...Forbearance Agreement • December 7th, 2006 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • California
EXHIBIT 10.4 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Securities Agreement • December 30th, 2004 • Emrise CORP • Instruments for meas & testing of electricity & elec signals
LOAN AGREEMENT BETWEENLoan Agreement • November 14th, 2005 • Emrise CORP • Instruments for meas & testing of electricity & elec signals
LEASE AGREEMENTLease Agreement • September 24th, 1997 • Microtel International Inc • Printed circuit boards
RECITALSIntercreditor Agreement • August 16th, 2004 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals • California
ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of January, 9 1998, by and among ARNOLD CIRCUITS, INC., a California corporation ("Purchaser"), BNZ Incorporated, a California corporation ("BNZ"), an affiliated corporation of Purchaser;...Asset Purchase Agreement • April 15th, 1998 • Microtel International Inc • Printed circuit boards • California
1.2 Renewal. Subject to the provisions for termination as hereinafter provided, this agreement shall be automatically renewed for three (3) successive two (2) year terms commencing on January 1, 2001, (the "Renewal Periods ") unless, during the 2 - 2 -Employment Agreement • April 30th, 1997 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals • New Jersey
RECITALSSecurity Agreement • August 16th, 2004 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals • California
DATED 18TH MARCH 2005 ------------------------Supplemental Agreement • March 24th, 2005 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • England
EXHIBIT 10.10 GUARANTEEGuarantee • November 20th, 2000 • Microtel International Inc • Instruments for meas & testing of electricity & elec signals
RECITALS --------Credit Agreement • November 14th, 2005 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • California
TERM NOTETerm Note • December 7th, 2006 • Emrise CORP • Instruments for meas & testing of electricity & elec signals
This Term Note is the Term Note referred to in the Credit Agreement, and is subject to the terms of, the Credit Agreement, which provides, among other things, for acceleration hereof. Principal and interest due hereunder shall be payable as provided in the Credit Agreement, and this Term Note may be prepaid only in accordance with the terms of the Credit Agreement. This Term Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements. The Borrowers hereby agree to pay all costs of collection, including attorneys' fees and legal expenses in the event this Term Note is not paid when due, whether or not legal proceedings are commenced.
EXHIBIT 10.3 REVOLVING NOTERevolving Note • December 7th, 2006 • Emrise CORP • Instruments for meas & testing of electricity & elec signals
For value received, the undersigned, EMRISE CORPORATION, a Delaware corporation ("Emrise Corporation"), EMRISE ELECTRONICS CORPORATION, a New Jersey corporation ("Emrise Electronics"), RO ASSOCIATES INCORPORATED, a California corporation ("RO Associates"), and CXR LARUS CORPORATION, a Delaware corporation ("Larus"; Larus, Emrise Corporation, Emrise Electronics, and RO Associates are sometimes referred to individually herein as a "Borrower" and collectively as the "Borrowers"), hereby promise to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Lender"), acting through its Wells Fargo Business Credit operating division, on the Termination Date referenced in the Credit and Security Agreement dated the same date as this Revolving Note that was entered into by the Lender and the Borrowers (as amended from time to time, the "Credit Agreement"; to which reference is made for capitalized terms used by not defined in this Revolving Note), at Lender's office located at 245 S. Los
