ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE _______ __, 2011Magnolia Solar Corp • January 7th, 2010 • Services-business services, nec • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Promissory Notes of Magnolia Solar Corporation, a Nevada corporation, (the “Company”), having its principal place of business at 52-B Cummings Park, Suite 314, Woburn, MA 01801, designated as its Original Issue Discount Senior Secured Convertible Promissory Note due ________ __, 2011 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITY AGREEMENTSecurity Agreement • January 7th, 2010 • Magnolia Solar Corp • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of December 31, 2009 (this “Agreement”), is among Magnolia Solar Corporation, a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount Senior Secured Convertible Promissory Notes due December 31, 2011 and issued on December 31, 2009 in the original aggregate Principal Amount of up to $6,000,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • January 7th, 2010 • Magnolia Solar Corp • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of December 31, 2009 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Subscription Agreement, dated as of the date hereof, between Magnolia Solar Corporation, a Nevada corporation (the “Company”) and the Purchasers.
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG MOBILIS RELOCATION SERVICES, INC. MAGNOLIA SOLAR ACQUISITION CORP. and MAGNOLIA SOLAR, INC. Dated as of December 31, 2009Agreement of Merger and Plan of Reorganization • January 7th, 2010 • Magnolia Solar Corp • Services-business services, nec • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on December 31, 2009, by and among Mobilis Relocation Services, Inc., a Nevada corporation (“Parent”), Magnolia Solar Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Magnolia Solar, Inc., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 7th, 2010 • Magnolia Solar Corp • Services-business services, nec • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2009, is made by and between Mobilis Relocation Services, Inc., a Nevada corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • January 7th, 2010 • Magnolia Solar Corp • Services-business services, nec • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of December 31, 2009, by Mobilis Relocation Services, Inc., a Nevada corporation (“Assignor”), and Mobilis Relocation Services Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
MASTER LICENSE AGREEMENTMaster License Agreement • January 7th, 2010 • Magnolia Solar Corp • Services-business services, nec • Massachusetts
This Master License Agreement (this “Agreement”), effective as of the date fully executed by all parties, is entered into by and between Magnolia Solar, Inc., a corporation formed under the laws of the state of Delaware (the “LICENSEE”) and Magnolia Optical Technologies, Inc., corporation formed under the laws of the state of Delaware ( the “LICENSOR”).
Midtown Partners & Co., LLC 4218 West Linebaugh Avenue Tampa, FL 33624 Phone: 813.885.5744 ♦ Fax: 813.885.5911Magnolia Solar Corp • January 7th, 2010 • Services-business services, nec
Midtown Partners & Co., LLCPlacement Agent Agreement • January 7th, 2010 • Magnolia Solar Corp • Services-business services, nec • Florida
SUBSCRIPTION AGREEMENTSubscription Agreement • January 7th, 2010 • Magnolia Solar Corp • Services-business services, nec • New York
SUBSCRIPTION AGREEMENT made as of this ___ day of ____________, 2009, between Magnolia Solar Corporation, a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATEMagnolia Solar Corp • January 7th, 2010 • Services-business services, nec
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
