WARRANT TO PURCHASE COMMON STOCKM Wave Inc • March 2nd, 2005 • Electronic components, nec • California
THIS WARRANT CERTIFIES THAT for value received, Monarch Pointe Fund, Ltd., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from M-Wave, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (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 Promissory Note of even date herewith (the “Note”), by and between the Company and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2005 • M Wave Inc • Electronic components, nec • Illinois
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on February 25, 2005, by and between M-Wave DBS, Inc., an Illinois corporation ( the “Company”) and Jason Cohen (“Employee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 2nd, 2005 • M Wave Inc • Electronic components, nec • Illinois
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 25th day of February, 2005 by and between Jayco Ventures, Inc., a Florida corporation (the “Company”) and M-Wave DBS, Inc., an Illinois corporation (the “Purchaser”). The Purchaser and the Company hereinafter are sometimes referred to individually as a “Party” and collectively as the “Parties.” Jason Cohen (“Cohen”) and Joshua Blake (“Blake”) are parties to this Agreement solely with respect to Sections 3.3.4, 3.3.6, 6.2 and 8.2 below.
