M-Wave, Inc. Shares of Series B Convertible Preferred Stock SUBSCRIPTION AGREEMENTSubscription Agreement • March 7th, 2006 • M Wave Inc • Electronic components, nec • California
M-Wave, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement with Mercator Momentum Fund, LP ("MMF"), Mercator Momentum Fund III, LP ("MMF III"), and Monarch Pointe Fund, Ltd. ("Monarch" and, together with MMF and MMF III, the "Purchasers"), and M.A.G. Capital, LLC ("MAG") as set forth below.
AMENDMENTM Wave Inc • March 7th, 2006 • Electronic components, nec • California
This Amendment (“Amendment”), dated as of March 1, 2006, is entered into by and among M-WAVE, INC., a Delaware corporation (the “Company”), and MERCATOR MOMENTUM FUND, LP (“MMF”), MERCATOR MOMENTUM FUND III, LP (“MMF III”), and MONARCH POINTE FUND, LTD. (“MONARCH” and, collectively with MMF and MMF III, the “Purchasers”), and M.A.G. CAPITAL, LLC (“MAG”), for the purpose of amending the terms of the common stock purchaser warrants listed on Exhibit A hereto (as amended, modified or supplemented from time to time, the “Warrants”) issued by the Company to MAG and the Purchasers. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Warrants.
VOTING AGREEMENTVoting Agreement • March 7th, 2006 • M Wave Inc • Electronic components, nec • California
AGREEMENT (the "Agreement") entered into as of February 6, 2006, by and between Joseph A. Turek (the "Shareholder"), M.A.G. Capital, LLC, a California limited liability company ("M.A.G."), and Mercator Momentum Fund III, a California limited partnership (the "Lender"), Mercator Momentum Fund, a California limited partnership ("Momentum Fund"), and Monarch Pointe Fund, Ltd., a corporation organized under the laws of the British Virgin Islands ("MPF" and, with the Lender and Momentum Fund, the "M.A.G. Funds").
EXHIBIT B to Subscription Agreement REGISTRATION RIGHTS AGREEMENTSubscription Agreement • March 7th, 2006 • M Wave Inc • Electronic components, nec • California
AGREEMENT dated as of March 1, 2006, between MERCATOR MOMENTUM FUND, L.P., MERCATOR MOMENTUM FUND III, L.P, MONARCH POINTE FUND, LTD. (collectively, the "Funds") and M.A.G. CAPITAL, 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").
