WARRANT TO PURCHASE COMMON STOCKM 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.
SUNFUELS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-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 AGREEMENTEmployment 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:
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement 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”).
Tatum, LLC Interim Engagement Resources AgreementInterim Engagement Resources Agreement • July 24th, 2007 • M Wave Inc • Electronic components, nec • Georgia
Tatum, LLC (“Tatum”) understands that SunFuels, Inc., and Blue Sun Biodiesel, LLC (collectively, the “Company”) desires to hire Jerry Washburn, one of our partners, as an employee of the Company (the “Tatum Partner”). The terms of such employment shall be governed by the terms and conditions of that certain employment letter between the Company and the Tatum Partner dated as of the date hereof (“Employment Letter”). Although the Tatum Partner will dedicate substantially all of his business time and attention to the Company, the Company acknowledges that the Tatum Partner is and will remain a partner in our firm so that he or she will have access to our firm’s resources for use in his or her employment with the Company. This Interim Engagement Resources Agreement sets forth the rights of the Company, through the Tatum Partner, to use such resources for the benefit of the Company and for the payment for such services.
OFFICE LEASE SIGNATURE CENTRE AT DENVER WEST 14143 DENVER WEST PARKWAY DENVER, CO 80401Office Lease • July 24th, 2007 • M Wave Inc • Electronic components, nec • Colorado
THIS OFFICE LEASE FACING PAGE, together with the General Lease Provisions and any Riders, Exhibits, Schedules and Lease Guaranties attached hereto and initialed by the parties, will constitute the Lease between Tenant described above, as Tenant, and SIGNATURE CENTRE AT DENVER WEST LLC, as Landlord, for the Premises described above, made and entered into as of the Lease Date specified above.
FORM OF LOCK-UP LETTER AGREEMENTLetter Agreement • July 24th, 2007 • M Wave Inc • Electronic components, nec
The undersigned understands that SunFuels, Inc., a Colorado corporation (the “Company”), and Monarch Pointe Fund, Ltd. (“Monarch”), Mercator Momentum Fund, L.P. (“MMF”), Mercator Momentum Fund III, L.P. (“MMF III,” and together with Monarch and MMF, the “MAG Funds”) and certain unaffiliated accredited investors signatories hereto (the “Accredited Investors,” and together with the MAG Funds, the “Purchasers”), and M.A.G. Capital, LLC (“MAG”), propose to enter into a Subscription Agreement (the “Subscription Agreement”) providing for the purchase by the Purchasers of Series A Convertible Preferred Stock and Warrants of the Company.
SunFuels, Inc. Shares of Series A Convertible Preferred Stock and Common Stock Warrants SUBSCRIPTION AGREEMENTSubscription Agreement • July 24th, 2007 • M Wave Inc • Electronic components, nec • New York
SunFuels, Inc., a Colorado corporation (the “Company”), hereby confirms its agreement with Monarch Pointe Fund, Ltd. (“Monarch”), Mercator Momentum Fund, L.P. (“MMF”), Mercator Momentum Fund III, L.P. (“MMF III,” and together with Monarch and MMF, the “MAG Funds”) and certain unaffiliated accredited investors signatories hereto (the “Accredited Investors,” and together with the MAG Funds, the “Purchasers”), and M.A.G. Capital, LLC (“MAG”), as set forth below (the “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2007 • M Wave Inc • Electronic components, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of January 26, 2007, between Monarch Pointe Fund, Ltd. (“Monarch”), Mercator Momentum Fund, L.P. (“MMF”), Mercator Momentum Fund III, L.P. (“MMF III) and each of the undersigned additional accredited investors signatories hereto (the “Accredited Investors,” and together with Monarch, MMF and MMF III, referred to individually as a “Holder” and collectively as the “Holders”) and SunFuels, Inc., a Colorado corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Agreement (as defined below). References to the Company herein shall be deemed to also refer to any successor to the Company.
VOTING AGREEMENTVoting Agreement • July 24th, 2007 • M Wave Inc • Electronic components, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”), is made as of January 22, 2007, by and among the stockholders of SunFuels, Inc., a Colorado corporation (“SunFuels”) party hereto (each a “Stockholder”).
LIMITED LIABILITY COMPANY AGREEMENT OF ARES BLUE SUN DEVELOPMENT, LLCLimited Liability Company Agreement • July 24th, 2007 • M Wave Inc • Electronic components, nec • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into this day of January, 2007, by and between ARES CORPORATION, a California corporation (“ARES”), and BLUE SUN BIODIESEL, LLC, a Colorado limited liability company (“Blue Sun”), (each, a “party”, and collectively, the “parties”).
Employment LetterM Wave Inc • July 24th, 2007 • Electronic components, nec
