Unassociated Document


    EXECUTION
      COPY

    


    PLEDGE
      AND SECURITY AGREEMENT

    


    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”).
      

    


    WHEREAS:

    


    A. The
      Pledgor has executed and delivered to each of the Buyers those certain secured
      senior notes each made by Pledgor and dated as of the date hereof in an original
      aggregate principal amount of $11,200,000 (such
      notes, together with any promissory notes or other securities issued in exchange
      or substitution therefor or replacement thereof, and as any of the same may
      be
      amended, supplemented, restated or modified and in effect from time to time,
      the
“Notes”).
      The
      Notes were issued pursuant to a certain Securities Purchase Agreement dated
      as
      of October 19, 2007 (as the same may be amended, restated, supplemented or
      otherwise modified, the “Purchase
      Agreement”),
      among
      the Pledgor and the entities listed on the Schedule of Buyers thereto (together
      with their respective successors and assigns, the “Buyers”),
      and
      pursuant to which the Buyers have made certain loans (“Loans”)
      to
      Pledgor.

    


    B. The
      Pledgor legally and beneficially owns one hundred percent (100%) of the issued
      and outstanding equity interests of MRU ABS LLC, a Delaware limited liability
      company (“Pledge
      Entity”).

     

    C. To
      induce
      the Buyers to make the Loans, and in order to secure the payment and performance
      by Pledgor of the Liabilities, Pledgor has agreed to pledge to Pledgee all
      of
      the capital stock and other equity interests and securities of Pledge Entity
      now
      or hereafter owned or acquired by Pledgor.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and in order to induce the Buyers to purchase
      the
      Notes under the Purchase Agreement and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Pledgor hereby agrees with Pledgee as follows:

    


    1. Defined
      Terms.
      Unless
      otherwise defined herein, all capitalized terms used herein shall have the
      meanings given them in the Purchase
      Agreement. In addition, as used herein:

     

    “Account Collateral”
shall
      have the meaning ascribed thereto in Section
      3
      hereof.

     

    “Blocked
      Account”
shall
      mean that certain deposit account established in the name of the Pledgor at
      the
      Depository Bank with account number 217560, together with any substitute or
      replacement account thereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Depository
      Bank”
shall
      mean The Bank of New York Trust Company, N.A.

     

    “Event
      of Default”
shall
      have the meaning set forth in the Notes. 

     

    “Governmental
      Authority”
shall
      mean the government of the United States of America or any other nation, or
      any
      political subdivision thereof, whether state or local, or any agency, authority,
      instrumentality, regulatory body, court, central bank or other entity exercising
      executive, legislative, judicial, taxing, regulatory or administration powers
      or
      functions of or pertaining to government over Pledgor or any of its
      Subsidiaries, or any of their respective properties, assets or
      undertakings.

     

    “Liabilities”
shall
      mean all obligations, liabilities and indebtedness of every nature of Pledgor
      from time to time owed or owing under or in respect of this Agreement, the
      Purchase Agreement, the Notes, any of the other Security Documents and any
      of
      the other Transaction Documents, as the case may be, including, without
      limitation, the principal amount of all debts, claims and indebtedness, accrued
      and unpaid interest and all fees, costs and expenses, whether primary,
      secondary, direct, contingent, fixed or otherwise, heretofore, now and/or from
      time to time hereafter owing, due or payable whether before or after the filing
      of a bankruptcy, insolvency or similar proceeding under applicable federal,
      state, foreign or other law and whether or not an allowed claim in any such
      proceeding.

     

    “Lien”
shall
      have the meaning set forth in the Purchase Agreement.

     

    “Permitted
      Lien”
shall
      have the meaning set forth in the Purchase Agreement.

     

    “Proceeds”
means
      “proceeds,” as such term is defined in the UCC.

     

    2. Pledge.
      Pledgor
      hereby pledges, assigns, hypothecates, transfers, delivers and grants to
      Pledgee, for the benefit of itself and the Buyers, a first Lien on and first
      priority perfected security interest in (i) all of the capital stock or other
      equity interests of Pledge Entity now owned or hereafter acquired by Pledgor
      (collectively, the “Pledged
      Shares”),
      (ii)
      all other property hereafter delivered to, or in the possession or in the
      custody of, Pledgee, in substitution for or in addition to the Pledged Shares,
      (iii) the properties of Pledgor which is described in Section
      6
      below,
      whether now or hereafter delivered to, or in the possession or custody of
      Pledgor, and (iv) all proceeds of the collateral described in the preceding
      clauses
      (i),
      (ii)
      and
(iii)
      (the
      collateral described in clauses
      (i)
      through
(iv)
      of this
Section
      2
      being
      collectively referred to as the “Pledged
      Collateral”),
      as
      collateral security for the prompt and complete payment and performance when
      due
      (whether at the stated maturity, by acceleration or otherwise) of the
      Liabilities. All of the Pledged Shares now owned by Pledgor, if any, which
      are
      presently represented by certificates are listed on Exhibit A
      hereto,
      which certificates, with undated assignments separate from certificates or
      stock
      powers duly executed in blank by Pledgor and irrevocable proxies, are being
      delivered to Pledgee simultaneously herewith. Pledgee shall maintain possession
      and custody of the certificates, if any, representing the Pledged Shares and
      any
      additional Pledged Collateral.


    
      
        
        

      

      
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    3. Account
      Collateral.
      As
      collateral security for the prompt payment in full when due (whether at stated
      maturity, by acceleration or otherwise) of the Liabilities, Pledgor hereby
      pledges and grants to the Pledgee, for the benefit of itself and the Buyers,
      a
      Lien on and security interest in and to all of Pledgor’s right, title and
      interest in the following assets of Pledgor, whether now owned by Pledgor or
      hereafter acquired and whether now existing or hereafter coming into existence
      and wherever located (all being collectively referred to herein as “Account Collateral”):

     

    (a) the
      Blocked Account, including, without limitation, the balance from time to time
      in
      the Blocked Account maintained by Pledgor; and

     

    (b) all
      Proceeds, products, accessions, profits, income, benefits, substitutions,
      additions and replacements of the Blocked Account and other rights to payments
      from the Blocked Account not otherwise included in the foregoing.

     

    4. Representations
      and Warranties of Pledgor. Pledgor
      represents and warrants to Pledgee, and covenants with Pledgee,
      that:

     

    (a) Exhibit
      A
      sets
      forth (i) the authorized capital stock or other equity interests of Pledge
      Entity, (ii) the number of shares of capital stock or other equity interests
      of
      Pledge Entity that are issued and outstanding as of the date hereof, and (iii)
      the percentage of the issued and outstanding shares of capital stock or other
      equity interests of Pledge Entity held by Pledgor. Pledgor has the power to
      transfer the Pledged Collateral and is the record and beneficial owner of,
      and
      has good and marketable title to, the Pledged Shares, and such shares are and
      will remain free and clear of all Liens except the Liens and security interests
      in favor of Pledgee created by this Agreement;

     

    (b) Pledgor
      has rights in and the power to transfer the Account Collateral in which it
      purports to grant a security interest pursuant to Section
      3
      hereof
      (subject, with respect to after acquired Account Collateral, to Pledgor
      acquiring the same) and no Lien other than Permitted Liens exists or will exist
      upon such Collateral at any time;

     

    (c) this
      Agreement is effective to create in favor of Pledgee a valid security interest
      in and Lien upon all of Pledgor’s right, title and interest in and to the
      Account Collateral, and upon the Blocked Account being subject to an account
      control agreement (the “Blocked
      Account Agreement”)
      in the
      form attached hereto as Exhibit
      B
      among
      the Pledgor, the depository institution and the Pledgee on behalf of the Buyers,
      such security interest will be a duly perfected first priority security interest
      in all of the Account Collateral; 

     

    (d) pursuant
      to the Blocked Account Agreement, Pledgor shall grant to Pledgee a continuing
      lien upon, and security interest in, the Account Collateral, and the depository
      institution shall act as Pledgee’s agent in connection therewith;

     

    (e) Pledgor
      hereby authorizes the financial institution at which the Blocked Account is
      maintained to provide Pledgee with such information with respect to the Blocked
      Account as Pledgee from time to time reasonably may request, and Pledgor hereby
      consents to such information being provided to Pledgee;


    
      
        
        

      

      
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    (f) except
      as
      set forth on Exhibit
      A,
      there
      are no outstanding options, warrants or other similar agreements with respect
      to
      the Pledged Shares or any of the other Pledged Collateral;

     

    (g) this
      Agreement is the legal, valid and binding obligation of Pledgor, enforceable
      against Pledgor in accordance with its terms;

     

    (h) the
      Pledged Shares have been duly and validly authorized and issued, are fully
      paid
      and non-assessable (as applicable), and the Pledged Shares listed on
Exhibit
      A
      constitute all of the issued and outstanding capital stock or other equity
      interests of Pledge Entity;

     

    (i) no
      consent, approval or authorization of or designation or filing with any
      governmental or regulatory authority on the part of Pledgor is required in
      connection with the pledge and security interest granted under this
      Agreement;

     

    (j) the
      execution, delivery and performance of this Agreement will not violate any
      provision of any applicable law or regulation or of any order, judgment, writ,
      award or decree of any court, arbitrator or governmental authority, domestic
      or
      foreign, or of the articles or certificate of incorporation, bylaws or
      any
      other similar organizational documents of
      Pledgor or Pledge Entity or of any securities issued by Pledgor or Pledge Entity
      or of any mortgage, indenture, lease, contract, or other agreement, instrument
      or undertaking to which Pledgor or Pledge Entity is a party or which purports
      to
      be binding upon Pledgor or Pledge Entity or upon any of the assets of Pledgor
      or
      Pledge Entity, and will not result in the creation or imposition of any Lien
      in
      any of the assets of Pledgor or Pledge Entity, except as otherwise contemplated
      by this Agreement;

     

    (k) the
      pledge, assignment and delivery of the Pledged Shares and the other Pledged
      Collateral pursuant to this Agreement and the filing in the appropriate filing
      office of a UCC financing statement describing the Pledged Collateral consisting
      of uncertificated membership interests as collateral create a valid first Lien
      on and perfected first priority security interest in such Pledged Shares and
      Pledged Collateral and the proceeds thereof in favor of Pledgee, subject to
      no
      prior Lien or to any agreement purporting to grant to any third party a security
      interest in the property or assets of Pledgor which would include the Pledged
      Shares or any other Pledged Collateral. Pledgor covenants and agrees that it
      will defend, for the benefit of Pledgee, Pledgee’s right, title and security
      interest in and to the Pledged Shares, the other Pledged Collateral and the
      proceeds thereof against the claims and demands of all other persons or
      entities; 

     

    (l) Pledgor
      hereby represents and warrants that the Pledged Collateral is
      uncertificated;


    
      
        
        

      

      
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    (m) Pledgor
      (i) will not become a person whose property or interests in property are blocked
      or subject to blocking pursuant to Section 1 of Executive Order 13224 of
      September 23, 2001 Blocking Property and Prohibiting Transactions with Persons
      Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001),
      (ii) will not engage in any dealings or transactions prohibited by Section
      2 of
      such executive order, or (iii) will not otherwise become a person on the list
      of
      Specially Designated Nationals and Blocked Persons or subject to the limitations
      or prohibitions under any other Office of Foreign Asset Control regulation
      or
      executive order.

     

    5. Perfection;
      Maintenance, etc.

     

    (a) Pledgor
      shall give, execute, deliver, file and/or record any notice, instrument,
      document, agreement, or other papers that may be necessary or desirable (in
      the
      reasonable judgment of the Pledgee) to create, preserve, perfect or validate
      the
      security interest granted pursuant hereto or to enable the Pledgee to exercise
      and enforce the rights of the Pledgee hereunder with respect to such pledge
      and
      security interest.

     

    (b) Pledgor
      will, when and as often as requested by Pledgee, furnish to Pledgee statements
      and schedules further identifying and describing the Account Collateral and
      such
      other reports in connection with the Account Collateral as Pledgee may
      reasonably request, all in reasonable detail.

     

    (c) Pledgor
      will not create, permit or suffer to exist, and will defend the Account
      Collateral against and take such other action as is necessary to remove, any
      Lien on the Account Collateral except Permitted Liens, and will defend the
      right, title and interest of Pledgee in and to the Account Collateral and in
      and
      to all Proceeds thereof against the claims and demands of all Persons
      whatsoever.

     

    (d) Whether
      or not any Event of Default has occurred or is continuing, Pledgee may, but
      shall not be required to, take any steps Pledgee deems necessary or appropriate
      to preserve any Account Collateral or any rights against third parties to any
      of
      the Account Collateral. Funds held in the Blocked Account shall be held by
      Pledgee as additional Account Collateral and subject to the sole control of
      Pledgee. Pledgor shall not withdraw or otherwise direct the disposition of
      such
      funds. Upon the occurrence and during the continuance of an Event of Default,
      Pledgee may apply the funds held in the Blocked Account in the manner set forth
      in the Notes (or, if not so set forth, in a manner acceptable to, and at the
      election of, Pledgee). Unless an Event of Default has occurred and is
      continuing, upon Pledgor’s delivery of a Company Early Redemption Notice (as
      defined in the Note) pursuant to Section 3(c) of the Note providing that Pledgee
      shall apply all or a portion of the funds held in the Blocked Account as a
      prepayment of the Principal (as defined in the Note), Pledgee shall promptly
      direct the Depository Bank to wire transfer the amount of the Principal to
      be
      redeemed to Pledgee to be applied in the manner set forth in the Notes (or,
      if
      not so set forth, in a manner acceptable to, and at the election of,
      Pledgee).


    
      
        
        

      

      
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    6. Dividends,
      Distributions, Etc. If,
      while
      this Agreement is in effect, Pledgor shall become entitled to receive or shall
      receive any certificate (including, without limitation, any certificate
      representing a dividend or a distribution in connection with any
      reclassification, increase or reduction of capital, or issued in connection
      with
      any reorganization, merger or consolidation), or any options or rights, whether
      as an addition to, in substitution for, or in exchange for any of the Pledged
      Shares or otherwise, Pledgor agrees, in each case, to accept the same as
      Pledgee’s agent and to hold the same in trust for Pledgee, and to deliver the
      same promptly (but in any event within three days) to Pledgee in the exact
      form
      received, with the endorsement of Pledgor when necessary and/or with appropriate
      undated assignments separate from certificates or stock powers duly executed
      in
      blank, to be held by Pledgee subject to the terms hereof, as additional Pledged
      Collateral. Pledgor shall promptly deliver to Pledgee (i) a Pledge Addendum
      with
      respect to such additional certificates, and (ii) any financing statements
      or
      amendments to financing statements as requested by Pledgee. Pledgor hereby
      authorizes Pledgee to attach each Pledge Addendum to this Agreement. In case
      any
      distribution of capital shall be made on or in respect of the Pledged Shares
      or
      any property shall be distributed upon or with respect to the Pledged Shares
      pursuant to the recapitalization or reclassification of the capital of the
      issuer thereof or pursuant to the reorganization thereof, the property so
      distributed shall be delivered to Pledgee to be held by it as additional Pledged
      Collateral. All sums of money and property so paid or distributed in respect
      of
      the Pledged Shares which are received by Pledgor shall, until paid or delivered
      to Pledgee, be held by Pledgor in trust as additional Pledged
      Collateral.

     

    7. Voting
      Rights; Dividends; Certificates.

     

    (a) So
      long
      as no Event of Default has occurred and is continuing, Pledgor shall be entitled
      (subject to the other provisions hereof, including, without limitation,
Section
      10
      below)
      to exercise its voting and other consensual rights with respect to the Pledged
      Shares and otherwise exercise the incidents of ownership thereof in any manner
      not inconsistent with this Agreement or the Purchase Agreement and the other
      Transaction Documents. Pledgor hereby grants to Pledgee or its nominee, an
      irrevocable proxy to exercise all voting and corporate rights relating to the
      Pledged Shares in any instance, which proxy shall be effective, at the
      discretion of Pledgee, upon the occurrence and during the continuance of an
      Event of Default. Upon
      the
      request of Pledgee at any time, Pledgor agrees to deliver to Pledgee such
      further evidence of such irrevocable proxy or such further irrevocable proxies
      to vote the Pledged Shares as Pledgee may request.

     

    (b) Subject
      to any sale or other disposition by Pledgee of the Pledged Shares, any other
      Pledged Collateral or other property pursuant to this Agreement, upon the
      indefeasible full payment in cash, satisfaction and termination of all of the
      Liabilities and the termination of this Agreement pursuant to Section
      13
      hereof
      and of the Liens and security interests hereby granted, the Pledged Shares,
      the
      other Pledged Collateral, the Account Collateral and any other property then
      held as part of the Pledged Collateral in accordance with the provisions of
      this
      Agreement shall be promptly returned to Pledgor or to such other persons or
      entities as shall be legally entitled thereto.

     

    (c) The
      Pledged Collateral shall not at any time be represented by a certificate unless
      (i) Pledgor has promptly (but, in any event, within three (3) Business Days
      thereof) delivered to the Collateral Agent all certificates representing the
      Pledged Collateral with appropriate undated assignments separate from
      certificates or stock powers duly executed in blank and (ii) the limited
      liability company operating agreement of the Pledge Entity expressly provides
      that such interests shall be a “security” within the meaning of Article 8 of the
      UCC of the applicable jurisdiction.


    
      
        
        

      

      
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    8. Rights
      of Pledgee. Pledgee
      shall not be liable for failure to collect or realize upon the Liabilities
      or
      any collateral security or guaranty therefor, or any part thereof, or for any
      delay in so doing, nor shall Pledgee be under any obligation to take any action
      whatsoever with regard thereto. Any or all of the Pledged Shares held by Pledgee
      hereunder may, if an Event of Default has occurred and is continuing, without
      notice, be registered in the name of Pledgee or its nominee, and Pledgee or
      its
      nominee may thereafter without notice exercise all voting and corporate rights
      at any meeting with respect to Pledge Entity and exercise any and all rights
      of
      conversion, exchange, subscription or any other rights, privileges or options
      pertaining to any of the Pledged Shares as if it were the absolute owner
      thereof, including, without limitation, the right to vote in favor of, and
      to
      exchange at its discretion any and all of the Pledged Shares upon, the merger,
      consolidation, reorganization, recapitalization or other readjustment with
      respect to Pledge Entity or upon the exercise by Pledge Entity, Pledgor or
      Pledgee of any right, privilege or option pertaining to any of the Pledged
      Shares, and in connection therewith, to deposit and deliver any and all of
      the
      Pledged Shares with any committee, depository, transfer agent, registrar or
      other designated agency upon such terms and conditions as Pledgee may reasonably
      determine, all without liability except to account for property actually
      received by Pledgee, but Pledgee shall have no duty to exercise any of the
      aforesaid rights, privileges or options and shall not be responsible for any
      failure to do so or delay in so doing.

     

    9. Remedies. Upon
      the
      occurrence and during the continuance of an Event of Default, Pledgee may
      exercise in respect of the Pledged Collateral or the Account Collateral, in
      addition to other rights and remedies provided for herein, in the Blocked
      Account Agreement, or otherwise available to it, all the rights and remedies
      of
      a secured party under the Uniform Commercial Code (“UCC”)
      in
      effect in the State of New York from time to time, whether or not the UCC
      applies to the affected Pledged Collateral or the Account Collateral (or the
      Uniform Commercial Code as in effect in any other relevant jurisdiction).
      Pledgee also, without demand of performance or other demand, advertisement
      or
      notice of any kind (except the notice specified below of time and place of
      public or private sale) to or upon Pledgor or any other person or entity (all
      and each of which demands, advertisements and/or notices are hereby expressly
      waived), may forthwith collect, receive, appropriate and realize upon the
      Pledged Collateral or the Account Collateral, or any part thereof, and/or may
      forthwith date and otherwise fill in the blanks on any assignments separate
      from
      certificates or stock power or otherwise sell, assign, give an option or options
      to purchase, contract to sell or otherwise dispose of and deliver said Pledged
      Collateral, or any part thereof, in one or more portions at one or more public
      or private sales or dispositions, at any exchange or broker’s board or at any of
      Pledgee’s offices or elsewhere upon such terms and conditions as Pledgee may
      deem advisable and at such prices as it may deem best, for any combination
      of
      cash and/or securities or other property or on credit or for future delivery
      without assumption of any credit risk, with the right to Pledgee upon any such
      sale, public or private, to purchase the whole or any part of said Pledged
      Collateral so sold, free of any right or equity of redemption in Pledgor, which
      right or equity is hereby expressly waived or released. Pledgee shall apply
      the
      net proceeds of any such collection, recovery, receipt, appropriation,
      realization, sale or disposition, after deducting all costs and expenses of
      every kind incurred therein or incidental to the safekeeping of any and all
      of
      the Pledged Collateral or in any way relating to the rights of Pledgee
      hereunder, including attorneys’ fees and legal expenses, to the payment, in
      whole or in part, of the Liabilities, in such order as Pledgee may elect.
      Pledgor shall remain liable for any deficiency remaining unpaid after such
      application. Only after so paying over such net proceeds and after the payment
      by Pledgee of any other amount required by any provision of law, including,
      without limitation, Section 9-608 of the UCC, need Pledgee account for the
      surplus, if any, to Pledgor. Pledgor agrees that Pledgee will give reasonable
      notice (such reasonable notice to be determined by Pledgee in its sole and
      absolute discretion) of the time and place of any public sale or of the time
      after which a private sale or other intended disposition is to take place.
      No
      notification need be given to Pledgor if it has signed after default a statement
      renouncing or modifying any right to notification of sale or other intended
      disposition. The rights, remedies and powers conferred by this Section
      9
      are in
      addition to, and not in substitution for, any other rights, remedies or powers
      that Pledgee may have under any Transaction Document, at law, in equity or
      by or
      under the UCC or any other statute or agreement. Pledgee may proceed by way
      of
      any action, suit or other proceeding at law or in equity and no right, remedy
      or
      power of Pledgee will be exclusive of or dependent on any other. Pledgee may
      exercise any of its rights, remedies or powers separately or in combination
      and
      at any time.


    
      
        
        

      

      
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    10. No
      Disposition, Etc. Pledgor
      agrees that it will not sell, assign, transfer, exchange, or otherwise dispose
      of, or grant any option with respect to, the Pledged Shares or any other Pledged
      Collateral, nor will Pledgor create, incur or permit to exist any Lien with
      respect to any of the Pledged Shares or any other Pledged Collateral, or any
      interest therein, or any proceeds thereof, except for the Lien and security
      interest of Pledgee provided for by this Agreement.

     

    11. Sale
      of Pledged Shares.

     

    (a) Pledgor
      recognizes that Pledgee may be unable to effect a public sale or disposition
      (including, without limitation, any disposition in connection with a merger
      of
      Pledge Entity) of any or all the Pledged Shares by reason of certain
      prohibitions contained in the Securities Act of 1933, as amended (the
“1933
      Act”),
      and
      applicable state securities laws, but may be compelled to resort to one or
      more
      private sales or dispositions thereof to a restricted group of purchasers who
      will be obliged to agree, among other things, to acquire such securities for
      their own account, for investment and not with a view to the distribution or
      resale thereof. Pledgor acknowledges and agrees that any such private sale
      or
      disposition may result in prices and other terms (including the terms of any
      securities or other property received in connection therewith) less favorable
      to
      the seller than if such sale or disposition were a public sale or disposition
      and, notwithstanding such circumstances, agrees that any such private sale
      or
      disposition shall be deemed to be reasonable and affected in a commercially
      reasonable manner. Pledgee shall be under no obligation to delay a sale or
      disposition of any of the Pledged Shares in order to permit Pledgor or Pledge
      Entity to register such securities for public sale under the 1933 Act, or under
      applicable state securities laws, even if Pledgor or Pledge Entity would agree
      to do so.


    
      
        
        

      

      
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    (b) Pledgor
      further agrees to do or cause to be done all such other acts and things as
      may
      be reasonably necessary to make such sales or dispositions of the Pledged Shares
      valid and binding and in compliance with any and all applicable laws,
      regulations, orders, writs, injunctions, decrees or awards of any and all
      courts, arbitrators or governmental instrumentalities, domestic or foreign,
      having jurisdiction over any such sales or dispositions, all at Pledgor's
      expense. Pledgor further agrees that a breach of any of the covenants contained
      in Sections
      6,
      7(a),
      10,
      11
      and
26
      will
      cause irreparable injury to Pledgee and that Pledgee has no adequate remedy
      at
      law in respect of such breach and, as a consequence, agrees, without limiting
      the right of Pledgee to seek and obtain specific performance of other
      obligations of Pledgor contained in this Agreement, that each and every covenant
      referenced above shall be specifically enforceable against Pledgor, and Pledgor
      hereby waives and agrees not to assert any defenses against an action for
      specific performance of such covenants.

     

    (c) Pledgor
      further agrees to indemnify and hold harmless the Buyers, Pledgee and their
      respective successors and assigns, their respective officers, directors,
      employees, attorneys and agents, and any person or entity in control of any
      thereof, from and against any loss, liability, claim, damage and expense,
      including, without limitation, legal fees and expenses (in this paragraph
      collectively called the “Indemnified
      Liabilities”),
      under
      federal and state securities laws or otherwise insofar as such Indemnified
      Liability (i) arises out of or is based upon any untrue statement or alleged
      untrue statement of a material fact contained in any registration statement,
      prospectus or offering memorandum or in any preliminary prospectus or
      preliminary offering memorandum or in any amendment or supplement to any thereof
      or in any other writing prepared in connection with the offer, sale or resale
      of
      all or any portion of the Pledged Collateral unless such untrue statement of
      material fact was provided by Pledgee, in writing, specifically for inclusion
      therein, or (ii) arises out of or is based upon any omission or alleged omission
      to state therein a material fact required to be stated or necessary to make
      the
      statements therein not misleading, such indemnification to remain operative
      regardless of any investigation made by or on behalf of Pledgee or any successor
      thereof, or any person or entity in control of any thereof. In connection with
      a
      public sale or other distribution, Pledgor will provide customary
      indemnification to any underwriters, their successors and assigns, officers
      and
      directors and each person or entity who controls any such underwriter (within
      the meaning of the 1933 Act). If and to the extent that the foregoing
      undertakings in this paragraph may be unenforceable for any reason, Pledgor
      agrees to make the maximum contribution to the payment and satisfaction of
      each
      of the Indemnified Liabilities which is permissible under applicable law. The
      obligations of Pledgor under this paragraph
      (c)
      shall
      survive any termination of this Agreement.

     

    (d) Pledgor
      further agrees to waive any and all rights of subrogation it may have against
      Pledge Entity upon the sale or disposition of all or any portion of the Pledged
      Collateral by Pledgee pursuant to the terms of this Agreement until the
      termination of this Agreement in accordance with Section
      13
      below.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    12. No
      Waiver; Cumulative Remedies.
      Pledgee
      shall not by any act, delay, omission or otherwise be deemed to have waived
      any
      of its remedies hereunder, and no waiver by Pledgee shall be valid unless in
      writing and signed by Pledgee, and then only to the extent therein set forth.
      A
      waiver by Pledgee of any right or remedy hereunder on any one occasion shall
      not
      be construed as a bar to any right or remedy which Pledgee would otherwise
      have
      on any further occasion. No course of dealing between Pledgor and Pledgee and
      no
      failure to exercise, nor any delay in exercising on the part of Pledgee or
      the
      Buyers of, any right, power or privilege hereunder or under the other
      Transaction Documents shall impair such right or remedy or operate as a waiver
      thereof; nor shall any single or partial exercise of any right, power or
      privilege hereunder preclude any other or further exercise thereof or the
      exercise of any other right, power or privilege. The rights and remedies herein
      provided are cumulative and may be exercised singly or concurrently, and are
      not
      exclusive of any rights or remedies provided by law or in the Purchase
      Agreement.

     

    13. Termination. (a) This
      Agreement, the Blocked Account Agreement and the Liens and security interests
      granted hereunder shall terminate, (b) Pledgee shall promptly return any Pledged
      Collateral then held by Pledgee in accordance with the provisions of this
      Agreement to Pledgor and promptly release its control of the Account Collateral,
      including, without limitation, the Blocked Account, and (c) Pledgee shall,
      at
      the expense of Pledgor, promptly after Pledgee’s receipt of Pledgor’s written
      request, execute and deliver to Pledgor such documents as Pledgor shall
      reasonably request in writing, to evidence such termination described in clause
      (a) herein, the return of such Pledged Collateral to Pledgor and the release
      of
      control of the Account Collateral, including, without limitation, the
      termination or modification of the terms of the Direction Letter, upon the
      termination of the Notes and the full and complete performance and indefeasible
      satisfaction of all of the Liabilities (i) in respect of the Notes (including,
      without limitation, the indefeasible payment in full in cash of all such
      Liabilities) and (ii) with respect to which claims have been asserted by Pledgee
      and/or Buyers.

     

    14. Possession
      of Pledged Collateral. Beyond
      the exercise of reasonable care to assure the safe custody of the Pledged Shares
      in the physical possession of Pledgee pursuant hereto, neither Pledgee, nor
      any
      nominee of Pledgee, shall have any duty or liability to collect any sums due
      in
      respect thereof or to protect, preserve or exercise any rights pertaining
      thereto (including any duty to ascertain or take action with respect to calls,
      conversions, exchanges, maturities, tenders or other matters relating to the
      Pledged Collateral and any duty to take any necessary steps to preserve rights
      against any parties with respect to the Pledged Collateral), and shall be
      relieved of all responsibility for the Pledged Collateral upon surrendering
      them
      to Pledgor. Pledgor assumes the responsibility for being and keeping itself
      informed of the financial condition of Pledge Entity and of all other
      circumstances bearing upon the risk of non-payment of the Liabilities, and
      Pledgee shall have no duty to advise Pledgor of information known to Pledgee
      regarding such condition or any such circumstance. Pledgee shall have no duty
      to
      inquire into the powers of Pledge Entity or its officers, directors, managers,
      members, partners or agents thereof acting or purporting to act on its behalf.
      


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    15. Taxes
      and Expenses.
      Pledgor
      will upon demand pay to Pledgee, (a) any taxes (excluding income taxes,
      franchise taxes or other taxes levied on gross earnings, profits or the like
      of
      Pledgee) payable or ruled payable by any Governmental Authority in respect
      of
      this Agreement, together with interest and penalties, if any, and (b) all
      expenses, including the fees and expenses of counsel for Pledgee and of any
      experts and agents that Pledgee may incur in connection with (i) the
      administration, modification or amendment of this Agreement, (ii) the custody
      or
      preservation of, or the sale of, collection from, or other realization upon,
      any
      of the Pledged Collateral, (iii) the exercise or enforcement of any of the
      rights of Pledgee hereunder, or (iv) the failure of Pledgor to perform or
      observe any of the provisions hereof.

     

    16. Pledgee
      Appointed Attorney-In-Fact.
      Pledgor
      hereby irrevocably appoints Pledgee as Pledgor’s attorney-in-fact, with full
      authority in the place and stead of Pledgor and in the name of Pledgor or
      otherwise, from time to time in Pledgee’s discretion, to take any action and to
      execute any instrument that Pledgee deems reasonably necessary or advisable
      to
      accomplish the purposes of this Agreement, including, without limitation, (i)
      to
      receive, endorse and collect all instruments made payable to Pledgor
      representing any dividend, interest payment or other distribution in respect
      of
      the Pledged Collateral or any part thereof and to give full discharge for the
      same, when and to the extent permitted by this Agreement and (ii) to complete
      any assignment separate from certificate delivered hereunder; provided that
      the
      power of attorney granted hereunder shall only be exercised by Pledgee after
      the
      occurrence and during the continuance of an Event of Default. The power of
      attorney granted hereunder is a power coupled with an interest and shall be
      irrevocable until the Liabilities are indefeasibly paid in full in cash and
      this
      Agreement is terminated in accordance with Section
      13
      hereof

     

    17. Governing
      Law; Jurisdiction; Jury Trial.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdiction) that would
      cause the application of the laws of any jurisdiction other than the State
      of
      New York. Each party hereby irrevocably submits to the non-exclusive
      jurisdiction of the state and federal courts sitting in the City of New York,
      borough of Manhattan, for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed
      herein, and hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is brought
      in an inconvenient forum or that the venue of such suit, action or proceeding
      is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      Notwithstanding the foregoing, the Pledgee may enforce its rights and remedies
      in any other jurisdiction applicable to the Pledged Collateral. EACH PARTY
      HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
      A
      JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
      HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
      HEREBY.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    18. Counterparts.
      This
      Agreement may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party;
      provided that a facsimile, .pdf or similar electronically transmitted signature
      shall be considered due execution and shall be binding upon the signatory
      thereto with the same force and effect as if the signature were an original
      signature.

     

    19. Headings.
      The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    20. Severability.
      If any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction.

     

    21. Entire
      Agreement; Amendments.
      This
      Agreement supersedes all other prior oral or written agreements between each
      Pledgor, Pledgee, the Buyers and their affiliates and persons acting on their
      behalf with respect to the matters discussed herein, and this Agreement and
      the
      Transaction Documents and instruments referenced herein and therein contain
      the
      entire understanding of the parties with respect to the matters covered herein
      and therein.

     

    22. Notices.
      All
      notices, approvals, requests, demands and other communications hereunder shall
      be delivered or made in the manner set forth in, and shall be effective in
      accordance with the terms of, the Purchase Agreement, in the case of
      communications to the Collateral Agent, directed to the notice address set
      forth
      below Collateral Agent’s signature hereto.

     

    23. Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and assigns, including any purchasers of the Notes.
      Pledgor shall not assign this Agreement or any rights or obligations hereunder
      without the prior written consent of Pledgee. Pledgee may assign its rights
      hereunder without the consent of Pledgor, in which event such assignee shall
      be
      deemed to be Pledgee hereunder with respect to such assigned
      rights.

     

    24. No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person or entity.

     

    25. Survival.
      All
      representations, warranties, covenants and agreements of Pledgor and Pledgee
      shall survive the execution and delivery of this Agreement.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    26. Further
      Assurances.
      Pledgor
      agrees that at any time and from time to time upon the written request of
      Pledgee, Pledgor will execute and deliver all assignments separate from
      certificates or stock powers, financing statements and such further documents
      and do such further acts and things as Pledgee may reasonably request consistent
      with the provisions hereof in order to carry out the intent and accomplish
      the
      purpose of this Agreement and the consummation of the transactions contemplated
      hereby.

     

    27. No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

     

    28. Pledgee
      Authorized.
      Pledgor
      hereby authorizes Pledgee to file one or more financing or continuation
      statements and amendments thereto (or similar documents required by any laws
      of
      any applicable jurisdiction) relating to all or any part of the Pledged Shares
      or other Pledged Collateral without the signature of Pledgor.

     

    29. Pledgee
      Acknowledgement.
      Pledgor
      acknowledges receipt of an executed copy of this Agreement. The Pledgor waives
      the right to receive any amount that it may now or hereafter be entitled to
      receive (whether by way of damages, fine, penalty, or otherwise) by reason
      of
      the failure of the Pledgee to deliver to the Pledgor a copy of any financing
      statement or any statement issued by any registry that confirms registration
      of
      a financing statement relating to this Agreement.

     

    30. Collateral
      Agent and Buyer Indemnification.

     

    (a) Each
      Buyer hereby irrevocably appoints and authorizes the Pledgee to act as
      collateral agent (the “Collateral
      Agent”)
      on its
      behalf under this Agreement and to enter into each of the instruments, documents
      and agreements (the “Financing
      Documents”)
      to
      which Pledgee is a party (including in its capacity as Collateral Agent) on
      such
      Buyer’s behalf and to take such actions as Collateral Agent on such Buyer’s
      behalf and to exercise such powers under the Financing Documents as are
      delegated to Collateral Agent or Pledgee (as applicable) by the terms thereof,
      together with all such powers as are reasonably incidental thereto. The
      Collateral Agent shall take such action under this Agreement and/or any other
      Transaction Documents as the Collateral Agent shall reasonably be directed
      by
      the Requisite Buyers in accordance with the terms of the Transaction Documents.
      Pledgee is authorized and empowered to amend, modify, or waive any provisions
      of
      this Agreement or the other Financing Documents only with the consent of the
      Requisite Buyers.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (b) Whether
      or not the transactions contemplated hereby shall be consummated, upon demand
      therefor the Buyers shall indemnify the Collateral Agent (to the extent not
      reimbursed by or on behalf of the Company and without limiting the obligation
      of
      the Company to do so), ratably from and against any and all liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses and disbursements of any kind whatsoever, including, for purposes
      of
      clarification, all Taxes, which may at any time (including at any time following
      the payment in full of the Notes and the termination or resignation of the
      Collateral Agent) be imposed on, incurred by or asserted against the Collateral
      Agent in any way relating to or arising out of this Agreement, any other
      Financing Document or any document contemplated hereby or referred to herein
      or
      the transactions contemplated hereby or thereby or any action taken or omitted
      by the Collateral Agent under or in connection with any of the foregoing;
      provided, however, that no Buyer shall be liable for the payment to the
      Collateral Agent of any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      resulting solely from the Collateral Agent’s gross negligence or willful
      misconduct. In addition, each Buyer shall reimburse the Collateral Agent upon
      demand for its ratable share of any costs or out of pocket expenses (including
      attorney costs) incurred by the Collateral Agent in connection with the
      preparation, execution, delivery, administration, modification, amendment or
      enforcement (whether through negotiations, legal proceedings or otherwise)
      of,
      or legal advice in respect of rights or responsibilities under, this Agreement,
      any other Transaction Document, or any document contemplated hereby or referred
      to herein to the extent that the Collateral Agent is not reimbursed for such
      expenses by or on behalf of the Company. Without limiting the generality of
      the
      foregoing, if any Governmental Authority of any jurisdiction asserts a claim
      that the Collateral Agent did not properly withhold tax from amounts paid to
      or
      for the account of any Buyer (because the appropriate form was not delivered,
      was not properly executed, or because such Buyer failed to notify the Collateral
      Agent of a change in circumstances which rendered the exemption from, or
      reduction of, withholding tax ineffective, or for any other reason) such Buyer
      shall indemnify the Collateral Agent fully for all amounts paid, directly or
      indirectly, by the Collateral Agent as tax or otherwise, including penalties
      and
      interest, and including any taxes imposed by any jurisdiction on the amounts
      payable to the Collateral Agent under this Section
      30(b),
      together with all related costs and expenses (including attorney costs). The
      obligation of the Buyers in this Section
      30(b)
      shall
      survive the payment of all Liabilities hereunder.

     

    (c) The
      Collateral Agent shall not be deemed to have knowledge or notice of the
      occurrence of any Event of Default or any event that with the giving of notice
      or passage of time would constitute an Event of Default unless the Collateral
      Agent shall have received written notice from a Buyer describing such Event
      of
      Default or event that with the giving of notice or passage of time would
      constitute an Event of Default and stating that such notice is a “notice of
      default”. Upon the occurrence and continuance of an Event of Default, or an
      event that with the giving of notice or passage of time would constitute an
      Event of Default, the Collateral Agent shall take such action under this
      Agreement and/or any other Transaction Documents with respect to such Event
      of
      Default or event that with the giving of notice or passage of time would
      constitute an Event of Default as Collateral Agent shall reasonably be directed
      by the Requisite Buyers in accordance with the terms of the Transaction
      Documents, provided that unless and until the Collateral Agent shall have
      received such directions, the Collateral Agent may (but shall not be obligated
      to) take such action, or refrain from taking such action, with respect of such
      Event of Default or event that with the giving of notice or passage of time
      would constitute an Event of Default or as the Collateral Agent shall deem
      advisable in the best interests of the Buyers. In taking such action or
      refraining from taking such action without specific direction from the Requisite
      Buyers, the Collateral Agent shall use the same degree of care and skill as
      a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (d) Nothing
      in this Section
      30
      shall be
      deemed to limit or otherwise affect the rights of Pledgee or Buyers to exercise
      any remedy provided in this Agreement or any other Transaction
      Document.

     

    (e) The
      Collateral Agent may resign from the performance of all of its functions and
      duties hereunder and/or under the other Financing Documents at any time by
      giving thirty (30) Business Days prior written notice to the Buyers and Pledgor.
      Such resignation shall take effect upon the appointment of a successor
      Collateral Agent pursuant to clause (f) below or as otherwise provided below.
      

     

    (f) Upon
      (i)
      the Buyers’ receipt of a notice of resignation by the Collateral Agent in
      accordance with clause (e) above, or (ii) written notice by the Requisite Buyers
      to Collateral Agent of the Requisite Buyers’ election to remove the existing
      Collateral Agent and appoint a successor Collateral Agent, the Requisite Buyers
      shall have the right to appoint a successor Collateral Agent. Upon the
      acceptance of a successor's appointment as Collateral Agent hereunder and notice
      of such acceptance to the retiring Collateral Agent, such successor shall
      succeed to and become vested with all of the rights, powers, privileges and
      duties of the retiring (or retired) Collateral Agent, the retiring Collateral
      Agent's resignation shall become immediately effective and the retiring
      Collateral Agent shall be discharged from all of its duties and obligations
      hereunder and under the other Financing Documents (if such resignation was
      not
      already effective and such duties and obligations not already discharged, as
      provided below in this paragraph). If no such successor shall have been so
      appointed by Requisite Buyers and shall have accepted such appointment within
      thirty (30) days after the retiring Collateral Agent gives notice of its
      resignation or the Requisite Buyers give notice of their election to replace
      the
      retiring Collateral Agent, then the retiring Collateral Agent may, on behalf
      of
      the Buyers (but without any obligation) appoint a successor Collateral Agent
      without the consent of any Buyer. From and following the expiration of such
      thirty (30) day period, Collateral Agent shall have the exclusive right without
      any Person's consent, upon one (1) Business Days' notice to the Buyers, to
      make
      its resignation or removal effective immediately. From and following the
      effectiveness of such notice, (i) the retiring Collateral Agent shall be
      discharged from its duties and obligations hereunder and under the other
      Financing Documents and (ii) all actions, payments, communications and
      determinations provided to be made by, to or through Collateral Agent shall
      instead be made by or to each Buyer directly, until such time as Requisite
      Buyers appoint a Collateral Agent as provided for above in this paragraph.
      The
      provisions of this Agreement shall continue in effect for the benefit of any
      retiring Collateral Agent and its sub-agents after the effectiveness of its
      resignation or removal hereunder and under the other Financing Documents in
      respect of any actions taken or omitted to be taken by any of them while the
      retiring Collateral Agent was acting or was continuing to act as Collateral
      Agent.

     

    [Signature
      Page Follows]



    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Pledge and Security
      Agreement to be duly executed and delivered by their duly authorized officers
      on
      the date first above written.

    

      
        	 	
                PLEDGOR:

              
	 	 
	 	
                MRU
                  HOLDINGS, INC.,
                  a
                  Delaware corporation

              
	 	 
	 	
                By:

              	
                /s/
                  Vishal Garg

              
	 	
                Name:

              	Vishal
                Garg
	 	
                Title:

              	Chief
                Financial
                Officer


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              PLEDGEE:

            
	 	 
	 	
              VIKING
                ASSET MANAGEMENT L.L.C.,
                a
                California limited liability company, in its capacity as collateral
                agent
                for the Buyers

            
	 	 
	 	
              By:

            	
              /s/
                S. Michael Rudolph

            
	 	
              Name:

            	
              S.
                Michael Rudolph

            
	 	
              Title:

            	
              Chief
                Financial Officer

            
	 	 
	 	 
	 	
              Notice
                Address:

            
	 	 
	 	
              Viking
                Asset Management, LLC

            
	 	
              600
                Montgomery Street, 44th
                Floor

            
	 	
              San
                Francisco, California 94111

            
	 	
              Attention:
                Michael Rudolph

            
	 	
              Telecopy:
                (415) 981-5301

            
	 	 
	 	
              -
                and -

            
	 	 
	 	
              Viking
                Asset Management, LLC

            
	 	
              10
                Glenville Street, 3rd
                Floor

            
	 	
              Greenwich,
                Connecticut 06831

            
	 	
              Attention:
                Robert J. Brantman

            
	 	
              Telecopy:
                (646) 840-4958

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Pledge and Security
      Agreement to be duly executed and delivered as of the day and year first above
      written.

    

      
        	 	
                BUYERS:

              
	 	 
	 	
                Solely
                  for the purposes of Section
                  30

              
	 	 
	 	
                THE
                  LONGVIEW FUND, L.P.,
                  a
                  California limited partnership, as a Buyer

              
	 	 
	 	
                By:

              	
                Viking
                  Asset Management, LLC

              
	 	
                Its:

              	
                Investment
                  Advisor

              
	 	 
	 	 
	 	
                By:

              	
                /s/
                  S. Michael Rudolph

              
	 	
                Name:

              	
                S.
                  Michael Rudolph

              
	 	
                Title:

              	
                Chief
                  Financial Officer

              
	 	 
	 	
                LONGVIEW
                  MARQUIS MASTER FUND, L.P.,
                  a
                  British Virgin Islands limited partnership, as a Buyer

              
	 	 
	 	
                By:

              	
                Viking
                  Asset Management, LLC

              
	 	
                Its:

              	
                Investment
                  Advisor

              
	 	 
	 	 
	 	
                By:

              	
                /s/
                  S. Michael Rudolph

              
	 	
                Name:

              	
                S.
                  Michael Rudolph

              
	 	
                Title:

              	
                Chief
                  Financial Officer

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ACKNOWLEDGEMENT

    


    Each
      of
      the undersigned hereby (i) acknowledges receipt of a copy of the foregoing
      Pledge and Security Agreement, (ii) waives any rights or requirement at any
      time
      hereafter to receive a copy of such Pledge and Security Agreement in connection
      with the registration of any Pledged Shares (as defined therein) in the name
      of
      Pledgee or its nominee or the exercise of voting rights by Pledgee and (iii)
      agrees promptly to note on its books and records the grant of the security
      interest in the stock or other equity interests of the undersigned as provided
      in such Pledge and Security Agreement. 

    


    Dated:
      October 19, 2007

    


    
      	 	
              MRU
                ABS LLC,
                a
                Delaware limited liability company

            
	 	 
	 	
              By:

            	
              /s/
                Vishal Garg

            
	 	
              Name:

            	Vishal
              Garg
	 	
              Title:

            	Director


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      EXHIBIT
        A

      to
        Pledge and Security Agreement

      


      


      DESCRIPTION
        OF CAPITAL STOCK OR EQUITY INTERESTS OF PLEDGE ENTITY

      


      


      
        	
                 

                 

                Name
                  of

                Pledge
                  Entity

              	
                 

                Class
                  of Stock or 
Other Equity Interests

              	
                Authorized
                  No. of

                Shares
                  or Units

              	
                Issued
                  and Outstanding 
Shares or Units

              	
                 

                Percentage
                  of Shares or Units

                Held
                  by Pledgor

              
	
                MRU
                  ABS LLC

              	
                Limited
                  Liability Company Membership Interests

              	
                N/A

              	
                100%

              	
                100%

              
	 	 	 	 	 


      

      


    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    to
      Pledge and Security Agreement

    


    Blocked
      Account Agreement

    


    [See
      attached]

     

    
      
        
        

      

      
        3