RECEIVABLES FINANCE AGREEMENT BETWEEN LLOYDS TSB COMMERCIAL FINANCE LIMITED (1) AND XCEL POWER SYSTEMS LIMITED (2)Receivables Finance Agreement • September 7th, 2010 • Emrise CORP • Electronic components, nec
AMENDMENT NO. 2 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTESubordinated Contingent Secured Promissory Note • September 7th, 2010 • Emrise CORP • Electronic components, nec
THIS AMENDMENT NO. 2 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE (the “Amendment”) is entered into as of August 31, 2010, by and between EMRISE Electronics Corporation, a New Jersey corporation (the “Company”), and (“Holder”) and amends that certain Subordinated Continent Secured Promissory Note (the “Note”) dated August 20, 2008 by and between the Company and Holder in the original principal amount of up to Dollars ($ ), as amended by Amendment No. 1 dated as of November 20, 2009. All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Note.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • September 7th, 2010 • Emrise CORP • Electronic components, nec • California
This Separation and Release Agreement (hereinafter, this “Agreement”) is made and entered into on the 31st day of August, 2010, by and between EMRISE Corporation (“EMRISE” or the “Company”) and D. John Donovan (“Donovan”). EMRISE and Donovan are referred to jointly herein as “the Parties.” The “Effective Date” of this Agreement shall be September 1, 2010.
AMENDMENT NUMBER 16 TO LOAN DOCUMENTSLoan Documents • September 7th, 2010 • Emrise CORP • Electronic components, nec
This AMENDMENT NUMBER 16 TO LOAN DOCUMENTS (this “Sixteenth Amendment”) is entered into as of August 31, 2010, by and among GVEC RESOURCE IV INC. (the “Agent”), as Agent and as a Lender, PRIVATE EQUITY MANAGEMENT GROUP LLC, a Delaware limited liability company (“PEMG”), EMRISE CORPORATION, a Delaware corporation (“Parent”), and Parent’s Subsidiaries that are signatories hereto (collectively, with Parent, the “Borrowers” and each individually, a “Borrower”), with reference to the following facts:
AMENDED AND RESTATED TERM LOAN A NOTETerm Loan Note • September 7th, 2010 • Emrise CORP • Electronic components, nec
Borrowers also hereby jointly and severally promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, as follows, notwithstanding anything to the contrary set forth in that certain Credit Agreement, dated as of November 30, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrowers, the Lenders that are signatories thereto, and Payee, as Arranger and Agent:
STOCK ISSUANCE AGREEMENTStock Issuance Agreement • September 7th, 2010 • Emrise CORP • Electronic components, nec • Delaware
This Stock Issuance Agreement (this “Agreement”) is dated August 31, 2010, by and between Charles Brand (the “Investor”) and EMRISE Corporation, a Delaware corporation (the “Company”), whereby the parties agree as set forth herein. Certain terms are defined in Section 9 of this Agreement.
THIS SECURITY AGREEMENT IS OR WILL BE SUBJECT TO SUBORDINATION AGREEMENTS BETWEEN COLLATERAL AGENT AND THE HOLDERS OF THE SENIOR INDEBTEDNESS AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • September 7th, 2010 • Emrise CORP • Electronic components, nec • New Jersey
THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Security Agreement”), is made as of August 31, 2010, by and among EMRISE Electronics Corporation, a New Jersey corporation (“Borrower”), EMRISE Corporation, a Delaware corporation (“Parent”), the Subsidiaries (as listed on Exhibit A), Charles S. Brand, an individual (“Collateral Agent”), and the persons and entities listed on the Schedule of Lenders attached hereto as Exhibit A (each, a “Lender” and collectively, the “Lenders”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • September 7th, 2010 • Emrise CORP • Electronic components, nec • Delaware
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2010, by and among EMRISE Corporation, a Delaware corporation (the “Company”), and Private Equity Management Group, LLC (“Holder”).
