Exhibit
10.11


 


WARRANT
PURCHASE AGREEMENT


 


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”).


 


RECITALS


 


WHEREAS, Holder owns
and holds two Second Amended and Restated Warrants, numbered PEM-1A and PEM-lB,
each representing the right to purchase 387,879 shares of common stock of the
Company, and each originally issued by the Company on November 30, 2007
and amended and restated on February 12, 2009 (the “Warrants”); and


 


WHEREAS, the Company
desires to purchase the Warrants for an agreed purchase price of $100,000 and
Holder desires to sell the Warrants for such purchase price.


 


NOW THEREFORE, in
consideration of the foregoing recitals and the mutual promises hereinafter set
forth, the parties hereto agree as follows:


 


1.             PURCHASE
AND SALE OF WARRANTS.


 


1.1          Purchase and Sale of Warrants. Subject to the
terms and conditions hereof, Holder hereby agrees to sell and the Company
hereby agrees to purchase the Warrants at a purchase price of $100,000.


 


1.2          Delivery; Payment. On the later
of August 31, 2010 and the date that Holder can physically deliver the
Warrants to the Company, but not later than September 3, 2010, the Company
shall pay to Holder the purchase price of $100,000 in immediately available
funds and Holder shall deliver the original Warrants to the Company.


 


2.             REPRESENTATIONS
AND WARRANTIES.


 


2.1          Of Holder. Holder hereby
represents and warrants to the Company as follows:


 


(a)   All limited liability
company action on the part of Holder necessary for the authorization of this
Agreement and the transactions contemplated hereby has been taken. The
execution of this Agreement and the sale of the Warrants pursuant hereto, will
not, with or without the passage of time or giving of notice, result in any
violation, or be in conflict with or constitute a default under any contract or
instrument to which Holder is a party.


 


(b)   Holder has good and
marketable title to the Warrants, free of any liens or encumbrances.


 


2.2          Of Company. Company hereby
represents and warrants to Holder as follows:


 


(a)   All corporate action on the
part of the Company necessary for the authorization of this Agreement and the
transaction contemplated hereby has been taken. The


 

















 


execution of this Agreement
and the purchase of the Warrants pursuant hereto, will not, with or without the
passage of time or giving of notice, result in any violation, or be in conflict
with or constitute a default under any contract or instrument to which the
Company is a party.


 


3.             CONDITIONS
PRECEDENT.


 


3.1          The obligation to consummate
the sale and purchase of the Warrants in accordance with the terms hereof is
subject to the satisfaction of the following conditions:


 


(a)   Representations and
Warranties. The representations and warranties made by each
party shall have been true and correct in all material respects on the date of
closing.


 


(b)   Tenders. Holder shall
have tendered delivery of the Warrants and Company shall have tendered the
purchase price of $100,000 in immediately available funds.


 


(c)   Closing of Sale of ACC. The closing
of the sale of Advanced Controlled Components, Inc., the Company’s
subsidiary shall be complete.


 


4.             MISCELLANEOUS.


 


4.1          Governing Law. This
Agreement shall be governed, construed and interpreted in accordance with the
laws of the State of Delaware, without giving effect to principles of conflicts
of law or choice of law that would cause the substantive laws of any other
jurisdiction to apply. Each party irrevocably submits and consents to the
jurisdiction of any Delaware state court or federal court sitting in Delaware
over any action or proceeding arising out of or relating to this Agreement, and
each party hereby irrevocably agrees that all claims in respect of any such
action or proceeding may be heard and determined in such courts.


 


4.2          Entire Agreement. This
Agreement constitutes the entire agreement among the parties relative to the
specific subject matter hereof and thereof.


 


4.3          Broker’s Fees. Each party
represents and warrants that no agent, broker, investment banker, person or
firm acting on behalf of or under the authority of such party is or will be
entitled to any broker’s or finder’s fee or any other commission directly or
indirectly in connection with the transactions contemplated herein.


 


IN WITNESS WHEREOF, the
undersigned have hereunto set their hands to this Warrant Purchase Agreement as
of the day and year first above written.


 




	
  EMRISE corporation

  	
   

  	
  PRIVATE EQUITY MANAGEMENT
  GROUP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Carmine T. Oliva

  	
   

  	
   

  
	
  Name: Carmine T. Oliva

  	
   

  	
  By: 

  	
  /s/ Jim LeSieur

  
	
  Title: Chief Executive
  Officer

  	
   

  	
  Name: Jim LeSieur

  
	
   

  	
   

  	
  Title: Chief Operating
  Officer