ContractWarrant • July 7th, 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.
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”).
