0001193125-07-251597 Sample Contracts

SUBSCRIPTION AGREEMENT AMENDMENT NO. 1
Subscription Agreement • November 21st, 2007 • M Wave Inc • Electronic components, nec

Reference is made to that certain Subscription Agreement dated as of January 26, 2007 (the “Agreement”) among SunFuels, Inc., a Colorado corporation (the “Company”) and Monarch Pointe Fund, Ltd. (“Monarch”), Mercator Momentum Fund, L.P. (“MMF”), Mercator Momentum Fund III, L.P. (“MMF III,” and together with Monarch and MMF, the “MAG Funds”) and certain unaffiliated accredited investors signatories hereto (the “Accredited Investors,” and together with the MAG Funds, the “Purchasers”), and M.A.G. Capital, LLC (“MAG”).

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FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 21st, 2007 • M Wave Inc • Electronic components, nec

This FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of November 20, 2007 (the “Effective Date”), 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”).

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