ARTICLE 1Securities Purchase Agreement • January 6th, 2006 • Mru Holdings Inc • Loan brokers • New York
RECITALSShare Exchange Agreement • May 17th, 2004 • Pacific Technology Inc • Retail-food stores • New York
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT ("Agreement") dated November 17, 2004 and effective as of November 1, 2004 (the "Effective Date"), between MRU Holdings, Inc., a Delaware corporation with its principal place of...Employment Agreement • November 18th, 2004 • Mru Holdings Inc • Loan brokers
OFWarrant Agreement • August 24th, 2004 • Mru Holdings Inc • Retail-food stores • New York
MRU HOLDINGS, INC.Stock Certificate • August 24th, 2004 • Mru Holdings Inc • Retail-food stores
(hereinafter the "Corporation"), transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.
MRU LENDING, INC., as BorrowerCredit Agreement • March 22nd, 2005 • Mru Holdings Inc • Loan brokers • New York
andLoan Sale Agreement • July 29th, 2005 • Mru Holdings Inc • Loan brokers • New York
ADMINISTRATION AGREEMENTAdministration Agreement • September 15th, 2008 • Mru Holdings Inc • Loan brokers • New York
This ADMINISTRATION AGREEMENT dated as of July 1, 2008 (as amended from time to time, the “Agreement”), among MRU STUDENT LOAN TRUST 2008-A, a Delaware statutory trust (the “Issuer”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as trustee under the Indenture (hereinafter defined) (the “Indenture Trustee”) and as back-up administrator hereunder (the “Back-up Administrator”), MRU ABS II LLC, a Delaware limited liability company (the “Depositor”) and MRU HOLDINGS, INC., a Delaware corporation (the “Administrator”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2007 • Mru Holdings Inc • Loan brokers • New York
ContractWarrant Agreement • August 6th, 2008 • Mru Holdings Inc • Loan brokers • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED WITH RESPECT TO SUCH OFFER, SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION; OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
SECURITIES PURCHASE AGREEMENT BY AND AMONG MRU HOLDINGS, INC. AND THE PERSONS LISTED ON THE SCHEDULE OF BUYERS ATTACHED HERETO Dated as of October 19, 2007Securities Purchase Agreement • October 22nd, 2007 • Mru Holdings Inc • Loan brokers • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 19, 2007, by and among MRU Holdings, Inc., a Delaware corporation, with principal offices located at 590 Madison Avenue, New York, New York 10022 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in the Appendix hereto.
ContractSubordination Agreement • August 6th, 2008 • Mru Holdings Inc • Loan brokers • New York
This SUBORDINATION AGREEMENT (this “Agreement”), dated as of July 31, 2008, is among MRU Holdings, Inc., a Delaware corporation (the “Company”), [●] (the “Subordinated Creditor”), the Buyers (as defined in the Purchase Agreement described below), and Viking Asset Management, LLC, a California limited liability company, in its capacity as collateral agent for itself and for the Buyers (including any successor agent, hereinafter, the “Collateral Agent”).
SECURITY AGREEMENTSecurity Agreement • November 21st, 2008 • Mru Holdings Inc • Loan brokers • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 20, 2008 among GOTO COLLEGE HOLDINGS INC., a Delaware corporation (the “Goto College”), EMBARK CORP., a Delaware corporation (“Embark”), EMBARK ONLINE, INC., a Delaware corporation (“Embark Online”), IEMPOWER, INC., a Delaware corporation (“iempower”), MRU ORIGINATIONS, INC., a Delaware corporation (“MRU Originations”), MRU UNIVERSAL GUARANTY AGENCY, INC., a Delaware corporation (“MRU Universal”, together with Goto College, Embark, Embark Online, iempower, MRU Originations and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as Collateral Agent (as set forth in Section 5.11 hereof, toget
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT ("Agreement") dated November 17, 2004 and effective as of November 1, 2004 (the "Effective Date"), between MRU Holdings, Inc., a Delaware corporation with its principal place of...Employment Agreement • November 19th, 2004 • Mru Holdings Inc • Loan brokers
GUARANTYGuaranty • October 22nd, 2007 • Mru Holdings Inc • Loan brokers • New York
This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 19th day of October, 2007, jointly and severally, by each of Embark Corp., a Delaware corporation (“Embark”), Embark Online, Inc, a Delaware corporation (“Embark Online”), Goto College Holdings Inc., a Delaware corporation (“Goto College”), iempower, inc., a Delaware corporation (“iempower”), MRU Originations, Inc., a Delaware corporation (“MRU Originations”), MRU Universal Guaranty Agency, Inc., a Delaware corporation (“MRU Universal”; Embark, Embark Online, Goto College, iempower, MRU Originations and MRU Universal, together with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor of VIKING ASSET MANAGEMENT, LLC, a California limited liability company, on its own behalf and
ContractSubordination Agreement • July 16th, 2008 • Mru Holdings Inc • Loan brokers • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JULY 10, 2008 AMONG MRU HOLDINGS, INC., A DELAWARE CORPORATION, PRINTWORKS SERIES E LLC, A DELAWARE LIMITED LIABILITY COMPANY, BATTERY VENTURES VII, L.P., A DELAWARE LIMITED PARTNERSHIP, BATTERY INVESTMENT PARTNERS VII, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND VIKING ASSET MANAGEMENT L.L.C., A CALIFORNIA LIMITED LIABILITY COMPANY, TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2005 • Mru Holdings Inc • Loan brokers • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of the 4th day of February, 2005 (the “Effective Date”) between MRU Holdings, Inc., a Delaware corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
This SHARE EXCHANGE AGREEMENT (the "Agreement") is entered into as of the 28th day of March, 2003 (the "Effective Date") by and between Pacific Technology, Inc. (formerly known as Dr. Protein.com, Inc.), a Delaware corporation, located at 336 Plaza...Share Exchange Agreement • March 31st, 2003 • Pacific Technology Inc • Retail-food stores • Nevada
U.S. $200,000,000 THIRD AMENDMENT AND RESTATEMENT Dated as of September 17, 2008 of RECEIVABLES LOAN AND SECURITY AGREEMENT Dated as of April 11, 2007 Among EDUCATION EMPOWERMENT SPV LLC, as the Borrower and AUTOBAHN FUNDING COMPANY LLC, as a Lender...Receivables Loan and Security Agreement • November 10th, 2008 • Mru Holdings Inc • Loan brokers • New York
MRU Holdings, Inc. and MRU ABS II LLC TRANSFER AND CONTRIBUTION AGREEMENT Dated as of July 10, 2008Transfer and Contribution Agreement • September 15th, 2008 • Mru Holdings Inc • Loan brokers • New York
THIS TRANSFER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 10, 2008, is made by and between MRU Holdings, Inc., a Delaware corporation having its principal location at 590 Madison Avenue,13th Floor New York, New York 10022 (“Transferor”), and MRU ABS II LLC, a Delaware limited liability company, having its principal location at 590 Madison Avenue, 13th Floor, Suite 200, New York, New York 10022 (“MRU ABS”).
PLEDGE AGREEMENTPledge Agreement • November 21st, 2008 • Mru Holdings Inc • Loan brokers • New York
THIS PLEDGE AGREEMENT, made as of this 20th day of November, 2008 (this “Agreement”), is between GOTO COLLEGE HOLDINGS, INC., a Delaware corporation (“Pledgor”), and VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as collateral agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
ContractPromissory Note • August 6th, 2008 • Mru Holdings Inc • Loan brokers • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JULY 31, 2008 AMONG MRU HOLDINGS, INC., A DELAWARE CORPORATION, [●], AND VIKING ASSET MANAGEMENT L.L.C., A CALIFORNIA LIMITED LIABILITY COMPANY, TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
EXECUTION COPY Exhibit 10(b) SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT ("Subscription Agreement") made as of this 30th day of April, 2004, between Pacific Technology, Inc., a Delaware corporation with its principal offices at 26586 Guadiana,...Subscription Agreement • August 24th, 2004 • Mru Holdings Inc • Retail-food stores • New York
ContractConvertible Promissory Note • July 16th, 2008 • Mru Holdings Inc • Loan brokers • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JULY 10, 2008 AMONG MRU HOLDINGS, INC., A DELAWARE CORPORATION, MERRILL LYNCH MORTGAGE CAPITAL INC. AND VIKING ASSET MANAGEMENT L.L.C., A CALIFORNIA LIMITED LIABILITY COMPANY, TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
THE EXECUTIVE STATES THAT HE HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT AND THAT HE HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION THEREOF. THIS AGREEMENT IS EFFECTIVE UPON THE EXECUTION OF THIS AGREEMENT BY BOTH PARTIES. UNDERSTOOD,...Employment Agreement • September 28th, 2007 • Mru Holdings Inc • Loan brokers
andLoan Program Agreement • July 29th, 2005 • Mru Holdings Inc • Loan brokers • New York
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 22nd, 2007 • Mru Holdings Inc • Loan brokers • New York
THIS PLEDGE AND SECURITY AGREEMENT, made as of this 19th day of October, 2007 (this “Agreement”), is between MRU HOLDINGS, INC., a Delaware corporation (“Pledgor”), and VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as collateral agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
MRU HOLDINGS, INC. DESIGNATION OF POWERS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.001 PER SHARE Pursuant to Section 151(g) of the Delaware General Corporation LawDesignation of Powers, Preferences and Rights of Series a Convertible Preferred Stock • February 10th, 2005 • Mru Holdings Inc • Loan brokers
ContractSubordination Agreement • July 7th, 2008 • Mru Holdings Inc • Loan brokers • New York
This SUBORDINATION AGREEMENT (this “Agreement”), dated as of June 30, 2008 is among MRU Holdings, Inc., a Delaware corporation (the “Company”), Battery Ventures VII, L.P., a Delaware limited partnership (“BV7”), Battery Investment Partners VII, LLC, a Delaware limited liability company (“BIP7” and together with BV7, collectively, the “Subordinated Creditors,” and individually, each, a “Subordinated Creditor”), the Buyers (as defined in the Purchase Agreement described below), and Viking Asset Management, LLC, a California limited liability company, in its capacity as collateral agent for itself and for the Buyers (including any successor agent, hereinafter, the “Collateral Agent”).
Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • September 28th, 2007 • Mru Holdings Inc • Loan brokers • Delaware
The grant of this option is made pursuant to the MRU Holdings, Inc. 2004 Incentive Plan (the "Plan"). The terms of the Plan are incorporated into this letter and in the case of any conflict between the Plan and this letter, the terms of the Plan shall control.
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • November 21st, 2008 • Mru Holdings Inc • Loan brokers
THIS COPYRIGHT SECURITY AGREEMENT (the “Agreement”) made as of this 20th day of November, 2008 by Embark Corp., a Delaware corporation (“Grantor”), in favor of VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as Collateral Agent for the benefit of itself and each of the Buyers (as hereinafter defined) (together with its successors and assigns in such capacity, “Grantee”):
Incentive Stock Option AgreementIncentive Stock Option Agreement • February 14th, 2008 • Mru Holdings Inc • Loan brokers • Delaware
The grant of this option is made pursuant to the MRU Holdings, Inc. 2004 Incentive Plan (the “Plan”). This stock option is intended to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended from time to time. The terms of the Plan are incorporated into this letter and in the case of any conflict between the Plan and this letter, the terms of the Plan shall control. Terms that begin with initial capital letters shall have the defined meaning set forth herein or in the Plan, as the case may be.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 10th, 2005 • Mru Holdings Inc • Loan brokers • Delaware
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this ___ day of December 2004, by and between MRU HOLDINGS, INC., a Delaware corporation (the “Company”), and the investor identified on the signature page to this Agreement (the “Investor”).
AMENDMENT NUMBER 1 TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 7th, 2004 • Pacific Technology Inc • Retail-food stores • New York
THIS AMENDMENT NUMBER 1 TO SHARE EXCHANGE AGREEMENT (this “Amendment”), is entered into as of this 6th day of July, 2004, by and between: (i) Pacific Technology, Inc., a Delaware corporation (the “Corporation”), (ii) Iempower, Inc. (“IEM”), a Delaware corporation doing business in the State of New York as MyRichUncle, and (iii) Vishal Garg, in his capacity as a stockholder of IEM and as representative of the other stockholders of IEM (in such capacity, the “Authorized Representative”). The Corporation, IEM and the Authorized Representative are referred to collectively as the “Parties.”
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • November 21st, 2008 • Mru Holdings Inc • Loan brokers
THIS TRADEMARK SECURITY AGREEMENT (the “Agreement”) made as of this 20th day of November, 2008 by Embark Corp., a Delaware corporation (“Grantor”), in favor of VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as Collateral Agent for the benefit of itself and each of the Buyers (as hereinafter defined) (together with its successors and assigns in such capacity, “Grantee”):
