M Wave Inc Sample Contracts

WITNESSETH:
Employment Agreement • August 16th, 2004 • M Wave Inc • Electronic components, nec • Illinois
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EXHIBIT D TO SUBSCRIPTION AGREEMENT
Subscription Agreement • August 16th, 2004 • M Wave Inc • Electronic components, nec • California
EXHIBIT 10.12
Employment Agreement • March 31st, 2003 • M Wave Inc • Electronic components, nec • Illinois
AGREEMENT
Stock Purchase Agreement • December 21st, 1998 • M Wave Inc • Electronic components, nec • Delaware
REAL ESTATE SALES CONTRACT (INDUSTRIAL)
M Wave Inc • April 8th, 2004 • Electronic components, nec
M-WAVE, INC.
Subscription Agreement • August 16th, 2004 • M Wave Inc • Electronic components, nec • California
EXHIBIT 10.11
Forbearance Agreement • March 31st, 2003 • M Wave Inc • Electronic components, nec
RECITALS
Limited Liability Company Operating Agreement • April 8th, 2004 • M Wave Inc • Electronic components, nec • Illinois
RECITALS
Intellectual Property Security Agreement • April 8th, 2004 • M Wave Inc • Electronic components, nec • California
BY AND AMONG
Loan Agreement • August 8th, 2001 • M Wave Inc • Electronic components, nec • Illinois
WITNESSETH
Asset Purchase and Sale Agreement • April 8th, 2004 • M Wave Inc • Electronic components, nec • Illinois
INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 13th, 2008 • M Wave Inc • Electronic components, nec • Delaware

This Indemnification Agreement (“Agreement”) is entered into as of June 13, 2008 by and between M-WAVE, Inc., a Delaware corporation (the “Company”), and Jeff Figlewicz (“Indemnitee”).

AMONG BANK ONE, NA, A NATIONAL BANKING ASSOCIATION; M-WAVE, INC., A DELAWARE CORPORATION AND
Credit Agreement • November 14th, 2003 • M Wave Inc • Electronic components, nec • Illinois
WITNESSETH:
Employment Agreement • August 16th, 2004 • M Wave Inc • Electronic components, nec • Illinois
WARRANT TO PURCHASE COMMON STOCK
M Wave Inc • July 24th, 2007 • Electronic components, nec • New York

THIS WARRANT CERTIFIES THAT for value received, Asset Managers International Limited, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from SunFuels, Inc., a Colorado corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, no par value (the “Common Stock”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of January 26, 2007, by and among the Company and M.A.G. Capital, LLC, Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, the accredited investors signatories thereto, and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

LOGO] SILICON VALLEY BANK SPECIALTY FINANCE DIVISION
Accounts Receivable Financing Agreement • April 8th, 2004 • M Wave Inc • Electronic components, nec
WITNESSETH:
Employment Agreement • August 16th, 2004 • M Wave Inc • Electronic components, nec • Illinois
NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • August 16th, 2004 • M Wave Inc • Electronic components, nec
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SUNFUELS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • July 24th, 2007 • M Wave Inc • Electronic components, nec

THIS OPTION AGREEMENT is made as of the 1st day of January, 2005, between SunFuels, Inc., a Colorado corporation (the “Company”), and Jeffrey R. Probst, a Director of the Company (the “Optionee”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 24th, 2007 • M Wave Inc • Electronic components, nec • Colorado

THIS AGREEMENT is made effective as of January 1, 2007, between SunFuels, Inc. (the “Company”), and Justin Bzdek (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 12th, 2008 • M Wave Inc • Electronic components, nec • Illinois
M-WAVE, INC. SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • June 13th, 2008 • M Wave Inc • Electronic components, nec • Illinois

This Separation Agreement and Release (“Agreement”) is made by and between Jeff Figlewicz (“Employee”) and M-Wave, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2005 • M Wave Inc • Electronic components, nec • Illinois

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on February 25, 2005, by and between M-Wave DBS, Inc., an Illinois corporation ( the “Company”) and Jason Cohen (“Employee”).

AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE
Agreement for the Purchase And • October 22nd, 2007 • M Wave Inc • Electronic components, nec • Illinois

THIS AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE ("Agreement") is entered into as of June __7___, 2006 ("Effective Date") between M-Wave, Inc., a Delaware corporation (“Seller”) and Jorge and Adriana Martinez or their assignee ("Purchaser").

VOTING AGREEMENT
Voting Agreement • January 2nd, 2009 • M Wave Inc • Electronic components, nec • Delaware

THIS VOTING AGREEMENT (this “Agreement”), is made as of June 5, 2008, by and between M-Wave International, LLC, an Illinois limited company (the “Purchaser”) and Mercator Momentum Fund, LP, and each of its affiliates set forth on the signature page hereto (individually and collectively referred to as a “Stockholder”), each a stockholder of M-Wave, Inc., a Delaware corporation (“MWAV”).

M-Wave, Inc. Shares of Series B Convertible Preferred Stock SUBSCRIPTION AGREEMENT
Subscription Agreement • March 7th, 2006 • M Wave Inc • Electronic components, nec • California

M-Wave, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement with Mercator Momentum Fund, LP ("MMF"), Mercator Momentum Fund III, LP ("MMF III"), and Monarch Pointe Fund, Ltd. ("Monarch" and, together with MMF and MMF III, the "Purchasers"), and M.A.G. Capital, LLC ("MAG") as set forth below.

SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT
Silicon Valley Bank Loan and Security Agreement • April 15th, 2005 • M Wave Inc • Electronic components, nec • Illinois

This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April ___, 2005, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (Facsimile Number 408-654-6212) (“Bank”), on the one side, and M-Wave, Inc., a Delaware corporation, and M-Wave DBS, Inc., an Illinois corporation, each with offices at 475 Industrial Drive, West Chicago, Illinois 60185 (Facsimile Number 630-562-2431) (jointly and severally referred to herein as the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 29th, 2007 • M Wave Inc • Electronic components, nec

This THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of October 26, 2007 (the “Effective Date”), by and among M-Wave, Inc., a Delaware corporation (“Parent”), Ocean Merger Sub, Inc., a Delaware corporation (“Merger Sub”), SunFuels, Inc., a Colorado corporation (the “Company”) and Blue Sun Biodiesel LLC, a Colorado limited liability company (“Blue Sun”).

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTS
Loan and Security Agreements • February 2nd, 2006 • M Wave Inc • Electronic components, nec • California

This First Amendment to Loan and Security Agreements (this "Amendment") is made as of January 25, 2006, by and among M-WAVE, INC., a Delaware corporation ("M-Wave"), M-WAVE DBS, an Illinois corporation ("DBS" and, together with M-Wave, each a "Borrower" and collectively the "Borrowers"), and MERCATOR MOMENTUM FUND III, L.P., a California limited partnership ("Lender").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 2nd, 2005 • M Wave Inc • Electronic components, nec • Illinois

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 25th day of February, 2005 by and between Jayco Ventures, Inc., a Florida corporation (the “Company”) and M-Wave DBS, Inc., an Illinois corporation (the “Purchaser”). The Purchaser and the Company hereinafter are sometimes referred to individually as a “Party” and collectively as the “Parties.” Jason Cohen (“Cohen”) and Joshua Blake (“Blake”) are parties to this Agreement solely with respect to Sections 3.3.4, 3.3.6, 6.2 and 8.2 below.

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 24th, 2007 • M Wave Inc • Electronic components, nec

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “First Amendment”) is entered into as of June 27, 2007 (the “Effective Date”), by and among M-Wave, Inc., a Delaware corporation (“Parent”), Ocean Merger Sub, Inc., a Delaware corporation (“Merger Sub”), SunFuels, Inc., a Colorado corporation (the “Company”), and Blue Sun Biodiesel LLC, a Colorado limited liability company (“Blue Sun”).

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