WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • August 15th, 2005 • M Wave Inc • Electronic components, nec • California
THIS WARRANT CERTIFIES THAT for value received, M.A.G. Capital, LLC., 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 those certain Promissory Notes of even date herewith (the “Notes”), by and between the Company and Mercator Momentum Fund, LP and Monarch Pointe Fund, Ltd. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • August 15th, 2005 • M Wave Inc • Electronic components, nec
WHEREAS, MERCATOR MOMENTUM FUND, LP, MERCATOR MOMENTUM FUND III, LP, AND MONARCH POINTE FUND, LTD., (collectively, the “Funds”) and M.A.G. CAPITAL, LLC, (formerly known as MERCATOR ADVISORY GROUP, LLC) (“M.A.G.”) (the Funds and M.A.G. are referred to individually as a “Holder” and collectively as the “Holders”), and M-Wave, Inc., a Delaware corporation (the “Company”) previously entered into that certain Subscription Agreement dated June 17, 2004 (the “Agreement”); and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2005 • M Wave Inc • Electronic components, nec • California
AGREEMENT dated as of June 16, 2005, between MERCATOR MOMENTUM FUND, L.P., MERCATOR MOMENTUM FUND III, L.P, MONARCH POINTE FUND, LTD. (collectively, the "Funds") and MERCATOR ADVISORY GROUP, LLC ("MAG") (the Funds and MAG are referred to individually as a "Holder" and collectively as the "Holders"), and M-Wave, Inc. a Delaware corporation (the "Company").
