VOTING AGREEMENTVoting Agreement • February 1st, 2007 • M Wave Inc • Electronic components, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”), is made as of January 26, 2007, by and between SunFuels, Inc., a Colorado corporation (the “SunFuels”) and the undersigned stockholder (“Stockholder”) of M-Wave, Inc., a Delaware corporation (“MWAV”).
M-WAVE, INC. EXERCISE AGREEMENTExercise Agreement • February 1st, 2007 • M Wave Inc • Electronic components, nec • New York
THIS EXERCISE AGREEMENT (this “Agreement”), is made as of January 26, 2007, by and among M-Wave, Inc., a Delaware corporation (the “Company”) and MAG Capital, LLC, a California limited liability company, Mercator Momentum Fund, LP, a California limited partnership, Mercator Momentum Fund III, LP, a California limited partnership, and Monarch Pointe Fund, Ltd., an international business company organized under the laws of the British Virgin Islands (collectively, the “Stockholders”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 1st, 2007 • M Wave Inc • Electronic components, nec • New York
THIS AGREEMENT AND PLAN OF MERGER is made as of January 26, 2007, 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”). Certain capitalized terms used herein are defined in Article I.
