Mru Holdings Inc Sample Contracts

Mru Holdings Inc – COPYRIGHT SECURITY AGREEMENT (November 21st, 2008)

THIS COPYRIGHT SECURITY AGREEMENT (the “Agreement”) made as of this 20th day of November, 2008 by Embark Corp., a Delaware corporation (“Grantor”), in favor of VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as Collateral Agent for the benefit of itself and each of the Buyers (as hereinafter defined) (together with its successors and assigns in such capacity, “Grantee”):

Mru Holdings Inc – SECURITY AGREEMENT (November 21st, 2008)

THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 20, 2008 among GOTO COLLEGE HOLDINGS INC., a Delaware corporation (the “Goto College”), EMBARK CORP., a Delaware corporation (“Embark”), EMBARK ONLINE, INC., a Delaware corporation (“Embark Online”), IEMPOWER, INC., a Delaware corporation (“iempower”), MRU ORIGINATIONS, INC., a Delaware corporation (“MRU Originations”), MRU UNIVERSAL GUARANTY AGENCY, INC., a Delaware corporation (“MRU Universal”, together with Goto College, Embark, Embark Online, iempower, MRU Originations and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as Collateral Agent (as set forth in Section 5.11 hereof, toget

Mru Holdings Inc – PLEDGE AGREEMENT (November 21st, 2008)

THIS PLEDGE AGREEMENT, made as of this 20th day of November, 2008 (this “Agreement”), is between GOTO COLLEGE HOLDINGS, INC., a Delaware corporation (“Pledgor”), and VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as collateral agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).

Mru Holdings Inc – TRADEMARK SECURITY AGREEMENT (November 21st, 2008)

THIS TRADEMARK SECURITY AGREEMENT (the “Agreement”) made as of this 20th day of November, 2008 by Embark Corp., a Delaware corporation (“Grantor”), in favor of VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as Collateral Agent for the benefit of itself and each of the Buyers (as hereinafter defined) (together with its successors and assigns in such capacity, “Grantee”):

Mru Holdings Inc – THIRD AMENDMENT (November 21st, 2008)

THIS THIRD AMENDMENT (this “Agreement”) is made as of November 20, 2008, by and among MRU Holdings, Inc., a Delaware corporation (the “Company”); Embark Corp., a Delaware corporation (“Embark”), Embark Online, Inc, a Delaware corporation (“Embark Online”), Goto College Holdings Inc., a Delaware corporation (“Goto College”), iempower, inc., a Delaware corporation (“iempower”), MRU Originations, Inc., a Delaware corporation (“MRU Originations”), and MRU Universal Guaranty Agency, Inc., a Delaware corporation (“MRU Universal”; Embark, Embark Online, Goto College, iempower, MRU Originations and MRU Universal, collectively, the “Included Subsidiaries”), each of which is a Subsidiary of the Company; Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership (including as successor to The Longview Fund, L.P., a California limited partnership, under the Purchase Agreement (as defined below), “Buyer”); and Viking Asset Management, LLC, a California limited liability compan

Mru Holdings Inc – U.S. $200,000,000 THIRD AMENDMENT AND RESTATEMENT Dated as of September 17, 2008 of RECEIVABLES LOAN AND SECURITY AGREEMENT Dated as of April 11, 2007 Among EDUCATION EMPOWERMENT SPV LLC, as the Borrower and AUTOBAHN FUNDING COMPANY LLC, as a Lender and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN as the Agent and LYON FINANCIAL SERVICES, INC. (d/b/a U.S. BANK PORTFOLIO SERVICES), as the Backup Servicer (November 10th, 2008)
Mru Holdings Inc – ADMINISTRATION AGREEMENT (September 15th, 2008)

This ADMINISTRATION AGREEMENT dated as of July 1, 2008 (as amended from time to time, the “Agreement”), among MRU STUDENT LOAN TRUST 2008-A, a Delaware statutory trust (the “Issuer”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as trustee under the Indenture (hereinafter defined) (the “Indenture Trustee”) and as back-up administrator hereunder (the “Back-up Administrator”), MRU ABS II LLC, a Delaware limited liability company (the “Depositor”) and MRU HOLDINGS, INC., a Delaware corporation (the “Administrator”).

Mru Holdings Inc – MRU Holdings, Inc. and MRU ABS II LLC TRANSFER AND CONTRIBUTION AGREEMENT Dated as of July 10, 2008 (September 15th, 2008)

THIS TRANSFER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 10, 2008, is made by and between MRU Holdings, Inc., a Delaware corporation having its principal location at 590 Madison Avenue,13th Floor New York, New York 10022 (“Transferor”), and MRU ABS II LLC, a Delaware limited liability company, having its principal location at 590 Madison Avenue, 13th Floor, Suite 200, New York, New York 10022 (“MRU ABS”).

Mru Holdings Inc – Contract (August 6th, 2008)

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JULY 31, 2008 AMONG MRU HOLDINGS, INC., A DELAWARE CORPORATION, [●], AND VIKING ASSET MANAGEMENT L.L.C., A CALIFORNIA LIMITED LIABILITY COMPANY, TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

Mru Holdings Inc – Contract (August 6th, 2008)

This SUBORDINATION AGREEMENT (this “Agreement”), dated as of July 31, 2008, is among MRU Holdings, Inc., a Delaware corporation (the “Company”), [●] (the “Subordinated Creditor”), the Buyers (as defined in the Purchase Agreement described below), and Viking Asset Management, LLC, a California limited liability company, in its capacity as collateral agent for itself and for the Buyers (including any successor agent, hereinafter, the “Collateral Agent”).

Mru Holdings Inc – Contract (August 6th, 2008)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED WITH RESPECT TO SUCH OFFER, SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION; OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Mru Holdings Inc – Contract (July 16th, 2008)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED WITH RESPECT TO SUCH OFFER, SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION; OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Mru Holdings Inc – Contract (July 16th, 2008)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED WITH RESPECT TO SUCH OFFER, SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION; OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Mru Holdings Inc – Contract (July 16th, 2008)

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JULY 10, 2008 AMONG MRU HOLDINGS, INC., A DELAWARE CORPORATION, PRINTWORKS SERIES E LLC, A DELAWARE LIMITED LIABILITY COMPANY, BATTERY VENTURES VII, L.P., A DELAWARE LIMITED PARTNERSHIP, BATTERY INVESTMENT PARTNERS VII, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND VIKING ASSET MANAGEMENT L.L.C., A CALIFORNIA LIMITED LIABILITY COMPANY, TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

Mru Holdings Inc – Contract (July 16th, 2008)

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JULY 10, 2008 AMONG MRU HOLDINGS, INC., A DELAWARE CORPORATION, MERRILL LYNCH MORTGAGE CAPITAL INC. AND VIKING ASSET MANAGEMENT L.L.C., A CALIFORNIA LIMITED LIABILITY COMPANY, TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

Mru Holdings Inc – Contract (July 16th, 2008)

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JULY 15, 2008 AMONG MRU HOLDINGS, INC., A DELAWARE CORPORATION, PROFESSIONAL INVESTMENTS OF AMERICA, LLC AND VIKING ASSET MANAGEMENT L.L.C., A CALIFORNIA LIMITED LIABILITY COMPANY, TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

Mru Holdings Inc – Contract (July 16th, 2008)

This SUBORDINATION AGREEMENT (this “Agreement”), dated as of July 15, 2008, is among MRU Holdings, Inc., a Delaware corporation (the “Company”), Professional Investments of America, LLC (the “Subordinated Creditor”), the Buyers (as defined in the Purchase Agreement described below), and Viking Asset Management, LLC, a California limited liability company, in its capacity as collateral agent for itself and for the Buyers (including any successor agent, hereinafter, the “Collateral Agent”).

Mru Holdings Inc – Contract (July 16th, 2008)

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JULY 10, 2008 AMONG MRU HOLDINGS, INC., A DELAWARE CORPORATION, PRINTWORKS SERIES E LLC, A DELAWARE LIMITED LIABILITY COMPANY, BATTERY VENTURES VII, L.P., A DELAWARE LIMITED PARTNERSHIP, BATTERY INVESTMENT PARTNERS VII, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND VIKING ASSET MANAGEMENT L.L.C., A CALIFORNIA LIMITED LIABILITY COMPANY, TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

Mru Holdings Inc – Contract (July 16th, 2008)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED WITH RESPECT TO SUCH OFFER, SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION; OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Mru Holdings Inc – Contract (July 16th, 2008)

This SUBORDINATION AGREEMENT (this “Agreement”), dated as of July 10, 2008 is among MRU Holdings, Inc., a Delaware corporation (the “Company”), Printworks Series E LLC, a Delaware Limited Liability Company, Battery Ventures VII, L.P., a Delaware Limited Partnership, Battery Investment Partners VII, LLC, a Delaware Limited Liability Company (each a “Subordinated Creditor” and collectively the “Subordinated Creditors”), the Buyers (as defined in the Purchase Agreement described below), and Viking Asset Management, LLC, a California limited liability company, in its capacity as collateral agent for itself and for the Buyers (including any successor agent, hereinafter, the “Collateral Agent”).

Mru Holdings Inc – Contract (July 16th, 2008)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED WITH RESPECT TO SUCH OFFER, SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION; OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Mru Holdings Inc – Contract (July 16th, 2008)

This SUBORDINATION AGREEMENT (this “Agreement”), dated as of July 10, 2008, is among MRU Holdings, Inc., a Delaware corporation (the “Company”), Merrill Lynch Mortgage Capital Inc., (the “Subordinated Creditor”), the Buyers (as defined in the Purchase Agreement described below), and Viking Asset Management, LLC, a California limited liability company, in its capacity as collateral agent for itself and for the Buyers (including any successor agent, hereinafter, the “Collateral Agent”).

Mru Holdings Inc – Contract (July 16th, 2008)

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JULY 10, 2008 AMONG MRU HOLDINGS, INC., A DELAWARE CORPORATION, PRINTWORKS SERIES E LLC, A DELAWARE LIMITED LIABILITY COMPANY, BATTERY VENTURES VII, L.P., A DELAWARE LIMITED PARTNERSHIP, BATTERY INVESTMENT PARTNERS VII, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND VIKING ASSET MANAGEMENT L.L.C., A CALIFORNIA LIMITED LIABILITY COMPANY, TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

Mru Holdings Inc – Contract (July 7th, 2008)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED WITH RESPECT TO SUCH OFFER, SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION; OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Mru Holdings Inc – Contract (July 7th, 2008)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED WITH RESPECT TO SUCH OFFER, SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION; OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Mru Holdings Inc – Contract (July 7th, 2008)

This SUBORDINATION AGREEMENT (this “Agreement”), dated as of June 30, 2008 is among MRU Holdings, Inc., a Delaware corporation (the “Company”), Battery Ventures VII, L.P., a Delaware limited partnership (“BV7”), Battery Investment Partners VII, LLC, a Delaware limited liability company (“BIP7” and together with BV7, collectively, the “Subordinated Creditors,” and individually, each, a “Subordinated Creditor”), the Buyers (as defined in the Purchase Agreement described below), and Viking Asset Management, LLC, a California limited liability company, in its capacity as collateral agent for itself and for the Buyers (including any successor agent, hereinafter, the “Collateral Agent”).

Mru Holdings Inc – CERTIFICATE OF DESIGNATION OF SERIES B-2 CONVERTIBLE PREFERRED STOCK OF MRU HOLDINGS, INC. (July 7th, 2008)

The undersigned, being the Chief Executive Officer of MRU Holdings, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the state of Delaware (“DGCL”) does hereby certify, in accordance with Section 151 and Section 103 of the DGCL, that the Board of Directors of the Corporation, by unanimous written consent, dated June 30, 2008, adopted the following resolution creating a series of the Corporation’s preferred stock, par value $0.001 per share, designated as the “Series B-2 Convertible Preferred Stock”:

Mru Holdings Inc – Stock Option Agreement (February 14th, 2008)

I am pleased to inform you that MRU Holdings, Inc. (the “Company”) has granted you stock options to purchase shares of the Company’s common stock, par value $0.001, (the "Common Stock") as set forth below.

Mru Holdings Inc – Incentive Stock Option Agreement (February 14th, 2008)

I am pleased to inform you that MRU Holdings, Inc. (the “Company”) has granted you incentive stock options to purchase shares of the Company’s common stock, par value $0.001, (the "Common Stock") as set forth below.

Mru Holdings Inc – MRU HOLDINGS, INC. 2004 INCENTIVE PLAN Restricted Stock Agreement (February 14th, 2008)

THIS Restricted Stock Agreement (the "Agreement") dated as of [ ], by and between MRU Holdings, Inc., a Delaware corporation (the "Company") and [ ] (the "Employee"), is entered into as follows:

Mru Holdings Inc – MRU HOLDINGS, INC. 2004 INCENTIVE PLAN Restricted Stock Unit Agreement (February 14th, 2008)

THIS Restricted Stock Unit Agreement (the "Agreement") dated as of ________ (the “Award Date”), by and between MRU Holdings, Inc., a Delaware corporation (the "Company") and ________ (the "Employee"), is entered into as follows:

Mru Holdings Inc – AMENDMENT AND RESTATEMENT Dated as of November 9, 2007 of RECEIVABLES LOAN AND SECURITY AGREEMENT Dated as of April 11, 2007 Among EDUCATION EMPOWERMENT SPV LLC, as the Borrower and AUTOBAHN FUNDING COMPANY LLC, as a Lender and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN as the Agent and LYON FINANCIAL SERVICES, INC. (d/b/a U.S. BANK PORTFOLIO SERVICES), as the Backup Servicer (February 14th, 2008)

Background. The parties named above have entered into a Receivables Loan and Security Agreement, dated as of April 11, 2007 (the “Existing RLSA”), and now wish to amend and restate the Existing RLSA to be as set forth herein.

Mru Holdings Inc – AMENDMENT NO. 5 TO MASTER LOAN AGREEMENT (November 14th, 2007)

Amendment No. 5, dated as of September 28, 2007 (this “Amendment”), between MERRILL LYNCH BANK USA (the “Lender”) and MRU FUNDING SPV INC. (the “Borrower”).

Mru Holdings Inc – REGISTRATION RIGHTS AGREEMENT (November 6th, 2007)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2007, by and among MRU Holdings, Inc., a corporation organized under the laws of the State of Delaware, with its principal offices at 590 Madison Avenue, 13th Floor, New York, New York 10022 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

Mru Holdings Inc – SECURITIES PURCHASE AGREEMENT BY AND AMONG MRU HOLDINGS, INC. AND THE PERSONS LISTED ON THE SCHEDULE OF BUYERS ATTACHED HERETO Dated as of October 19, 2007 (October 22nd, 2007)

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 19, 2007, by and among MRU Holdings, Inc., a Delaware corporation, with principal offices located at 590 Madison Avenue, New York, New York 10022 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in the Appendix hereto.