SECURITIES PURCHASE AGREEMENT BY AND AMONG MRU HOLDINGS, INC. AND THE PERSONS LISTED ON THE SCHEDULE OF BUYERS ATTACHED HERETO Dated as of October 19, 2007Securities Purchase Agreement • October 22nd, 2007 • Mru Holdings Inc • Loan brokers • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 19, 2007, by and among MRU Holdings, Inc., a Delaware corporation, with principal offices located at 590 Madison Avenue, New York, New York 10022 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in the Appendix hereto.
GUARANTYGuaranty • October 22nd, 2007 • Mru Holdings Inc • Loan brokers • New York
This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 19th day of October, 2007, jointly and severally, by each of Embark Corp., a Delaware corporation (“Embark”), Embark Online, Inc, a Delaware corporation (“Embark Online”), Goto College Holdings Inc., a Delaware corporation (“Goto College”), iempower, inc., a Delaware corporation (“iempower”), MRU Originations, Inc., a Delaware corporation (“MRU Originations”), MRU Universal Guaranty Agency, Inc., a Delaware corporation (“MRU Universal”; Embark, Embark Online, Goto College, iempower, MRU Originations and MRU Universal, together with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor of VIKING ASSET MANAGEMENT, LLC, a California limited liability company, on its own behalf and
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 22nd, 2007 • Mru Holdings Inc • Loan brokers • New York
THIS PLEDGE AND SECURITY AGREEMENT, made as of this 19th day of October, 2007 (this “Agreement”), is between MRU HOLDINGS, INC., a Delaware corporation (“Pledgor”), and VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as collateral agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
ACCOUNT CONTROL AGREEMENTAccount Control Agreement • October 22nd, 2007 • Mru Holdings Inc • Loan brokers • New York
ACCOUNT CONTROL AGREEMENT (this “Agreement”) dated as of October 19, 2007, among MRU HOLDINGS, INC, a Delaware corporation (the “Grantor”), VIKING ASSET MANAGEMENT, LLC, a California limited liability company, as collateral agent (the “Secured Party”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., (“BNYTC”) as depository bank (BNYTC, in such capacities, the “Account Holder”).
ASSIGNMENTAssignment • October 22nd, 2007 • Mru Holdings Inc • Loan brokers
This ASSIGNMENT is made by MRU ABS LLC, a Delaware limited liability company (the “Company”), in favor of MRU Holdings, Inc., a Delaware corporation (the “Parent”), as of October 19, 2007. Capitalized terms used herein and not defined have the meanings set forth in the Trust Agreement (defined below).
