STOCK PURCHASE AND LOAN OPTION AGREEMENTStock Purchase and Loan Option Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
EXHIBIT B STOCK PURCHASE AND LOAN OPTION AGREEMENT MR3 SYSTEMS, INC. WARRANT IStock Purchase and Loan Option Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
This certifies that, for good and valuable consideration, receipt of which is hereby acknowledged, MRD Holdings Inc. (the “Holder”) is entitled to purchase, subject to the terms and conditions of this Warrant, from MR3 Systems, Inc., a Delaware corporation (the “Company”), a number of fully paid and nonassessable shares of Common Stock (the “Shares”) of the Company, which when issued upon exercise and added to the number of shares of Common Stock and Series B Convertible Preferred Stock of the Company currently owned by the Holder on the date of exercise, will equal fifty-one percent (51%) of the total number of outstanding shares of capital stock and fifty-one percent (51%) of the total number of outstanding voting securities of the Company, calculated on a fully-diluted as converted-to-common basis, during the period commencing on the date hereof (the “Commencement Date”) and ending at 5:00 p.m. California time, on the date which is ten (10) years from the Commencement Date (the “Exp
EXHIBIT D STOCK PURCHASE AND LOAN OPTION AGREEMENT INVESTOR RIGHTS AND STOCKHOLDER AGREEMENTOption Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
This Investor Rights and Stockholder Agreement (together with the Exhibits hereto, the “Agreement”), dated as of May 30, 2005, is entered into among MR3 Systems, Inc., a Delaware corporation (the “Company”), the persons listed on Exhibit A-1 attached hereto (collectively, the “Management Shareholders”), and MRD Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the “Investor”).
EXHIBIT E STOCK PURCHASE AND LOAN OPTION AGREEMENT SECURITY AGREEMENTStock Purchase and Loan Option Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 30, 2005, by and between MR3 Systems, Inc., a Delaware corporation (“Borrower”), and MRD Holdings Inc. (“Lender”), pursuant to a Stock Purchase and Loan Option Agreement dated May 30, 2005, between Borrower and Lender (the “Purchase Agreement”).
EXHIBIT A STOCK PURCHASE AND LOAN OPTION AGREEMENTStock Purchase and Loan Option Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.
EXHIBIT G STOCK PURCHASE AND LOAN OPTION AGREEMENT STRATEGIC PARTNERSHIP AGREEMENTStock Purchase and Loan Option Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
This Strategic Partnership Agreement ("Agreement") is made this 30th day of May 2005 ("Effective Date"), by and between MRD Holdings Inc., with its principal place of business at The Naaman’s Building Suite 206, 306 Silverside Rd., DE 19810 Wilmington, Delaware, USA ("MRD") and MR3 Systems, Inc., with its principal place of business at 435 Brannan Street, Suite 200, San Francisco, California 94107 ("MR3").
