EMRISE CORPORATION AMENDED AND RESTATED WARRANTEmrise CORP • August 26th, 2008 • Instruments for meas & testing of electricity & elec signals
This Amended and Restated Warrant, dated as of August 20, 2008, amends, restates and supersedes that certain Warrant, dated as of November 30, 2007 (the “Original Warrant”), granted to Private Equity Management Group, LLC by EMRISE Corporation, a Delaware corporation (the “Company”). In consideration of the surrender and cancellation of the Original Warrant, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby certifies that, pursuant to the terms of the Commitment Letter dated November 7, 2007 by and between the Company and Private Equity Management Group, Inc., Holder is entitled to purchase from the Company up to a total of 2,909,090 shares of Common Stock (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”), at any time and from time to time from and after the Original Issue Date and through and including November 30, 2014 (the “Expiration Date”), and subject to the following terms
THIS CONTINUING GUARANTY IS SUBJECT TO A SUBORDINATION AGREEMENT OF EVEN DATE (THE “SUBORDINATION AGREEMENT”) BETWEEN COLLATERAL AGENT AND THE HOLDER OF SENIOR INDEBTEDNESS CONTINUING GUARANTYContinuing Guaranty • August 26th, 2008 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • New Jersey
THIS CONTINUING GUARANTY (the “Guaranty”) is made as of August 20, 2008 and is executed by EMRISE Corporation, a Delaware corporation (“Guarantor”), in favor of Thomas P. M. Couse, Joanne Couse, Michael Gaffney and Charles Brand (each, a “Lender” and collectively, the “Lenders”).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 26th, 2008 • Emrise CORP • Instruments for meas & testing of electricity & elec signals
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (the “Amendment”) is made as of August 20, 2008, by and among EMRISE Electronics Corporation, a New Jersey corporation (“Buyer”), EMRISE Corporation, a Delaware corporation and parent of Buyer (“EMRISE”), Charles S. Brand, an individual (“Brand”), Advanced Control Components, Inc., a New Jersey corporation (the “Company”), Thomas P. M. Couse, an individual (“Couse”), Joanne Couse, an individual (“J. Couse”), Michael Gaffney, an individual (“Gaffney”), and Custom Components, Inc., a New Jersey corporation (“Parent”). Couse and Brand are collectively referred to as “Majority Owners,” and each individually as a “Majority Owner.” Couse, Brand, J. Couse and Gaffney are collectively referred to as “Sellers,” and each individually as a “Seller.” Buyer, Sellers, EMRISE, the Company, and Parent are referred to collectively as the “Parties,” and each individually as a “Party.”
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 NOTESubordination Agreement • 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.
COLLATERAL ASSIGNMENT OF RIGHTS UNDER PURCHASE AGREEMENTCollateral Assignment of Rights Under Purchase Agreement • August 26th, 2008 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • California
THIS COLLATERAL ASSIGNMENT OF RIGHTS UNDER PURCHASE AGREEMENT (this “Collateral Assignment”) has been executed and delivered as of August 20, 2008, by EMRISE CORPORATION, a Delaware corporation (the “Borrower”), and EMRISE ELECTRONICS CORPORATION, a New Jersey corporation (“Buyer”, and together with Borrower, the “Credit Parties”), in favor of GVEC RESOURCE IV INC., a company organized under the laws of the British Virgin Islands, as Agent under the Credit Agreement described below (“Agent”), in light of the following facts:
TERM LOAN C NOTEEmrise CORP • August 26th, 2008 • Instruments for meas & testing of electricity & elec signals • Delaware
Borrowers also hereby jointly and severally promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of 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.
AMENDMENT NUMBER 1 TO LOAN DOCUMENTSLoan Documents • August 26th, 2008 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • California
THIS AMENDMENT NUMBER 1 TO LOAN DOCUMENTS (this “First Amendment”), is entered into as of August 20, 2008, by and among GVEC RESOURCE IV INC. (“Agent”), as Agent and as a Lender, EMRISE CORPORATION, a Delaware corporation (“Parent”), and Parent’s Subsidiaries that are signatories hereto (collectively with Parent, “Borrowers”).
THIS SECURITY AGREEMENT IS SUBJECT TO A SUBORDINATION AGREEMENT OF EVEN DATE (THE “SUBORDINATION AGREEMENT”) BETWEEN COLLATERAL AGENT AND THE HOLDER OF THE SENIOR INDEBTEDNESS SECURITY AGREEMENTSecurity Agreement • August 26th, 2008 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • New Jersey
THIS SECURITY AGREEMENT (the “Security Agreement”), is made as of August 20, 2008, by and among EMRISE Electronics Corporation, a New Jersey corporation (“Borrower”), Advanced Control Components, Inc., a New Jersey corporation (“ACC”), 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”).
