STOCK PURCHASE AND LOAN OPTION AGREEMENTStock Purchase and Loan Option Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
Contract Type FiledJune 20th, 2005 Company Industry Jurisdiction
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
Contract Type FiledJune 20th, 2005 Company Industry JurisdictionThis 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 A STOCK PURCHASE AND LOAN OPTION AGREEMENTStock Purchase and Loan Option Agreement • June 20th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products • California
Contract Type FiledJune 20th, 2005 Company Industry JurisdictionTHE 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.
DEMAND FOR PAYMENTStock Purchase and Loan Option Agreement • December 9th, 2005 • Mr3 Systems Inc • Miscellaneous primary metal products
Contract Type FiledDecember 9th, 2005 Company IndustryWHEREAS, effective May 31, 2005, MR3 Systems, Inc. (“MR3”), and MRD Holdings, Inc. (“MRD”), entered into a Stock Purchase and Loan Option Agreement (the “SPLOA”); and