Subordinated Contingent Secured Promissory Note Sample Contracts

AMENDMENT NO. 3 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE
Subordinated Contingent Secured Promissory Note • November 13th, 2012 • Emrise CORP • Electronic components, nec

THIS AMENDMENT NO. 3 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE (this "Amendment") is entered into effective as of November 1, 2012, by and between EMRISE Electronics Corporation, a New Jersey corporation (the "Company"), and Joanne Couse ("Holder") and amends that certain Subordinated Contingent Secured Promissory Note (the "Note") dated August 20, 2008 by and between the Company and Holder, as amended by Amendment No. 1 dated as of November 20, 2009 and Amendment No. 2 dated as of August 31, 2010. All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Note.

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AMENDMENT NO. 1 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE
Subordinated Contingent Secured Promissory Note • November 25th, 2009 • Emrise CORP • Electronic components, nec

THIS AMENDMENT NO. 1 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE (the “Amendment”) is entered into as of November 20, 2009, by and between Emrise Electronics Corporation, a New Jersey corporation (the “Company”), and Thomas P. M. Couse (“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 One Hundred Ninety-Eight Thousand Dollars ($198,000). All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Note.

AMENDMENT NO. 2 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE
Subordinated 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.

AMENDMENT NO. 1 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE
Subordinated Contingent Secured Promissory Note • November 25th, 2009 • Emrise CORP • Electronic components, nec

THIS AMENDMENT NO. 1 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE (the “Amendment”) is entered into as of November 20, 2009, by and between Emrise Electronics Corporation, a New Jersey corporation (the “Company”), and Michael Gaffney (“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 Twenty Thousand Dollars ($20,000). All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Note.

AMENDMENT NO. 1 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE
Subordinated Contingent Secured Promissory Note • November 25th, 2009 • Emrise CORP • Electronic components, nec

THIS AMENDMENT NO. 1 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE (the “Amendment”) is entered into as of November 20, 2009, by and between Emrise Electronics Corporation, a New Jersey corporation (the “Company”), and Charles S. Brand (“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 One Million Five Hundred Eighty-Four Thousand Dollars ($1,584,000). All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Note.

THIS SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT OF EVEN DATE (THE “SUBORDINATION AGREEMENT”) BETWEEN COLLATERAL AGENT AND THE HOLDER OF SENIOR INDEBTEDNESS SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE
Subordinated Contingent Secured Promissory Note • August 26th, 2008 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • New Jersey

FOR VALUE RECEIVED, EMRISE Electronics Corporation, a New Jersey corporation (the “Company”), promises to pay to the order of (“Holder”), or his assigns, the principal sum of up to ($ ), or so much thereof as may be outstanding pursuant to Section 2.6 of the Stock Purchase Agreement (as hereinafter defined) and as adjusted pursuant to Section 2.5(b) of the Stock Purchase Agreement, together with interest as computed below. This Note is one of the Subordinated Contingent Notes issued pursuant to the Stock Purchase Agreement dated as of May 23, 2008 (as amended, modified or supplemented, the “Stock Purchase Agreement”) by and among the Company, Thomas P. M. Couse, Joanne Couse, Michael Gaffney, Advanced Control Components, Inc. (“ACC”), Charles S. Brand and Custom Components, Inc. (“CCI”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement.

AMENDMENT NO. 1 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE
Subordinated Contingent Secured Promissory Note • November 25th, 2009 • Emrise CORP • Electronic components, nec

THIS AMENDMENT NO. 1 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE (the “Amendment”) is entered into as of November 20, 2009, by and between Emrise Electronics Corporation, a New Jersey corporation (the “Company”), and Joanne Couse (“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 One Hundred Ninety-Eight Thousand Dollars ($198,000). All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Note.

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