VOTING AGREEMENTVoting Agreement • February 1st, 2007 • M Wave Inc • Electronic components, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”), is made as of January 26, 2007, by and between SunFuels, Inc., a Colorado corporation (the “SunFuels”) and the undersigned stockholder (“Stockholder”) of M-Wave, Inc., a Delaware corporation (“MWAV”).
M-WAVE, INC. EXERCISE AGREEMENTExercise Agreement • February 1st, 2007 • M Wave Inc • Electronic components, nec • New York
THIS EXERCISE AGREEMENT (this “Agreement”), is made as of January 26, 2007, by and among M-Wave, Inc., a Delaware corporation (the “Company”) and MAG Capital, LLC, a California limited liability company, Mercator Momentum Fund, LP, a California limited partnership, Mercator Momentum Fund III, LP, a California limited partnership, and Monarch Pointe Fund, Ltd., an international business company organized under the laws of the British Virgin Islands (collectively, the “Stockholders”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 1st, 2007 • M Wave Inc • Electronic components, nec • New York
THIS AGREEMENT AND PLAN OF MERGER is made as of January 26, 2007, by and among M-Wave, Inc., a Delaware corporation (“Parent”), Ocean Merger Sub, Inc., a Delaware corporation (“Merger Sub”), SunFuels, Inc., a Colorado corporation (the “Company”) and Blue Sun Biodiesel LLC, a Colorado limited liability company (“Blue Sun”). Certain capitalized terms used herein are defined in Article I.
