EXHIBIT 10.2






 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DOCUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND
REASONABLY APPROVED BY THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 





 



 


EMRISE
CORPORATION


 


COMMON
STOCK PURCHASE WARRANT


 


	Number
    of shares: 250,000 	Holder:
    Carmine T. Oliva
	 	 
	Exercise
    Price per Share: $1.12	Warrant
    No. : 1


 


FOR
VALUE RECEIVED, EMRISE Corporation, a corporation incorporated under the laws of the State of Delaware (the “Company”),
hereby certifies that Carmine T. Oliva, or his registered assigns (the “Warrant Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company Two Hundred Fifty Thousand (250,000) shares (the “Warrant
Shares”) of common stock, $0.0033 par value (the “Common Stock”), of the Company at an exercise price
of One and 12/100 United States Dollar (US$1.12) per share (as adjusted from time to time as provided in Section 6, per Warrant
Share (the “Exercise Price”), at any time and from time to time from and after the date thereof and through
and including the earlier to occur of (i) 5:00 p.m. New York City time on August 14, 2019 and (ii) the date of the complete dissolution
of the Company.


 


This
Warrant is subject to the following terms and conditions:


 


1.Registration
of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Warrant Holder hereof from time to time. The Company may deem and treat the registered
Warrant Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the
Warrant Holder, and for all other purposes, and the Company shall not be affected by notice to the contrary.


 




     


     

    

 


2.Investment
Representation. The Warrant Holder by accepting this Warrant represents that the Warrant Holder is acquiring this Warrant
for its own account for investment purposes and not with the view to any offering or distribution and that the Warrant Holder
will not sell or otherwise dispose of this Warrant or the underlying Warrant Shares in violation of applicable securities laws.
The Warrant Holder acknowledges that the certificates representing any Warrant Shares will bear a legend indicating that they
have not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and may
not be sold by the Warrant Holder except pursuant to an effective registration statement or pursuant to an exemption from registration
requirements of the 1933 Act and in accordance with federal and state securities laws.


 


3.Validity
of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly
issued and warrants and agrees that all of Common Stock that may be issued upon the exercise of the rights represented by this
Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and non-assessable and free from
all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved
a sufficient number of Common Stock to provide for the exercise of the rights represented by this Warrant.


 


4.
Registration of Transfers and Exchange of Warrants.




 


a.
Subject to compliance with the legend set forth on the face of this Warrant, the Company shall register the transfer of any portion
of this Warrant in the Warrant Register, upon surrender of this Warrant with the Form of Assignment attached hereto duly completed
and signed, to the Company at the office specified in or pursuant to Section 8. Upon any such registration or transfer, a new
warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”),
evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the transferring Warrant Holder. The acceptance of the
New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of
a Warrant Holder of a Warrant.


 


b.
This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the office of the Company specified in or pursuant
to Section 8 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which
may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.


 




     


     

    

 


5.
 Exercise of Warrants.




 


a.
Exercise of this Warrant shall be made upon surrender of this Warrant with the Form of Election to Purchase attached hereto duly
completed and signed to the Company, at its address set forth in Section 8. Payment upon exercise may be made at the written option
of the Warrant Holder either in cash, wire transfer or by certified or official bank check payable to the order of the Company
equal to the applicable aggregate purchase price for the number of Warrant Shares specified in such form (as such exercise number
shall be adjusted to reflect any adjustment in the total number of Warrant Shares issuable to the Warrant Holder per the terms
of this Warrant) and the Warrant Holder shall thereupon be entitled to receive the number of duly authorized, validly issued,
fully-paid and non-assessable Warrant Shares determined as provided herein. The Company shall promptly (but in no event later
than five (5) business days after the Date of Exercise as defined herein) issue or cause to be issued and cause to be delivered
to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate (subject to the
restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate for the Warrant Shares
issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated
by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the
Date of Exercise of this Warrant.


 


b.
A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant,
as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed
and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to
be purchased.


 


c.
This Warrant shall be exercisable at any time and from time to time for such number of Warrant Shares as is indicated in the attached
Form of Election to Purchase. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at
any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining
number of Warrant Shares for which no exercise has been evidenced by this Warrant.


 


6.Adjustment
of Exercise Price and Number of Shares. The character of the shares of stock or other securities at the time issuable upon
exercise of this Warrant and the Exercise Price therefor, are subject to adjustment upon the occurrence of the following events:


 


a.Adjustment
for Stock Splits, Stock Dividends, Recapitalizations, Etc. The Exercise Price of this Warrant and the number of shares of
Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted to reflect
any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the
number of outstanding shares of stock or securities.


 


b.Certificate
as to Adjustments. In case of any adjustment or readjustment in the price or kind of securities issuable on the exercise of
this Warrant, the Company will promptly give written notice thereof to the holder of this Warrant in the form of a certificate,
certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.


 




     


     

    

 


7.Fractional
Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this
Warrant. The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed on the basis
of the aggregate number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant
Share would, except for the provisions of this Section 7, be issuable on the exercise of this Warrant, the Company shall, at its
option, (i) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (ii) round the number of Warrant
Shares issuable, up to the next whole number.


 


8.Notice.
All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they
are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile transmission followed by registered
or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day
after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows:


 


If
to the Company:


 


EMRISE
Corporation


2530
Meridian Parkway


Durham,
North Carolina 27713


 


If
to the Warrant Holder:


 


Carmine
T. Oliva


P.O.
Box 2006


Elizabeth
City, NC 27906


 


9.
Miscellaneous.




 


a.
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. This Warrant may be amended only in writing and signed by the Company and the Warrant Holder.


 


b.
Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder
any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit
of the Company and the Warrant Holder.


 


c.
This Warrant shall be governed by, construed and enforced in accordance with the internal laws of the State of New Jersey without
regard to the principles of conflicts of law thereof.


 


d.
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 




     


     

    

 


e.
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceablilty
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


f.
The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either
at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant.


 


[-signature
page follows-]


 




     


     

    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the authorized officer as of August 31, 2015.


 


	 	EMRISE
    CORPORATION
	 	 	 
	 	By:	/s/
    Frank Russomanno
	 	Name:	Frank
    Russomanno
	 	Title:	Executive
    Director


 




     


     

    

 


FORM
OF ELECTION TO PURCHASE


 


(To
be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)


 


To:
EMRISE CORPORATION


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check
applicable box):


 


___
________ shares of the Common Stock covered by such Warrant.


 


The
undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant,
which is $___________. Such payment takes the form of (check applicable box or boxes):


  


	___	$__________ in lawful money of the United
    States; and/or
	 	 
	___	the
    cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using
    a Fair Market Value of $______ per share for purposes of this calculation).


 


The
undersigned requests that the certificates for such shares be issued in the name of, and delivered to _________________________,
whose address is ___________________________________________________.


 


[signature
page follows]


 




     


     

    

 


The
undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the
within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities
Act”), or pursuant to an exemption from registration under the Securities Act.


 


	 	Name
    of Warrant Holder:
	 	 	 
	 	(Print)	 
	 	 	 
	 	(By:)	 
	 	 	 
	 	(Name:)	 
	 	 	 
	 	(Title:)	 
	 	 	 
	 	Signatures
    must conform in all respects to the name of the Warrant Holder on the face of the Warrant.