0001193125-07-205506 Sample Contracts

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 21st, 2007 • M Wave Inc • Electronic components, nec

This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of September 20, 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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FIRST AMENDMENT TO EXERCISE AGREEMENT
Exercise Agreement • September 21st, 2007 • M Wave Inc • Electronic components, nec

THIS FIRST AMENDMENT TO EXERCISE AGREEMENT (this “Amendment”), is made as of September 20, 2007 (the “Effective Date”, 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”).

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