STOCK PURCHASE WARRANTMap Vi Acquisition, Inc. • July 1st, 2009 • New York
THIS CERTIFIES THAT, for value received, RM ENTERPRISE INTERNATIONAL LTD. or its registered assigns, is entitled to purchase from Map VI Acquisition, Inc., a Delaware corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 15,000,000 fully paid and nonassessable shares of the Company’s Common Stock, $.0001 par value per share (the “Common Stock”), at an exercise price per share equal to $.01 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. This Warrant is issued pursuant to that certain Loan and Security Agreement, dated June 25, 2009, by and among the Company and the holder hereof (the “Agreement”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 1st, 2009 • Map Vi Acquisition, Inc. • New York
THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of June 25, 2009, among Map VI Acquisition, Inc., a Delaware corporation (the “Company”), the each of the entities set forth on the signature page hereof (individually, a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantor”), for the benefit of RM Enterprises International Ltd. and its endorsees, transferees and assigns (the “Secured Party”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 1st, 2009 • Map Vi Acquisition, Inc. • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 25, 2009 (the “Effective Date”), entered into by and among Map VI Acquisition, Inc., a Delaware corporation (“Borrower”), each of Borrower’s subsidiaries signatory to this agreement (each, a “Subsidiary” and collectively, the “Subsidiaries”), and RM Enterprises International Ltd. (“Lender”), sets forth the agreement pursuant to which Borrower is borrowing funds from Lender, and Lender and each of the Subsidiaries are pledging their respective interests in, and granting a security interest and general Lien (as defined in Section 14.2 below) in and upon, the Collateral (as defined in Section 14.2 below) as security for satisfaction of any and all obligations of Borrower arising out of or related to that certain Secured Convertible Promissory Note made by Borrower in favor of Lender and dated as of the date hereof or arising out of or related to this Agreement or any of the Loan Documents (the “Obligations”).
