Unassociated Document


    


    REGISTRATION
      RIGHTS AGREEMENT

     

    REGISTRATION
      RIGHTS AGREEMENT
      (this
“Agreement”),
      dated
      as of November 2, 2007, by and among MRU Holdings, Inc., a corporation organized
      under the laws of the State of Delaware, with its principal offices at 590
      Madison Avenue, 13th
      Floor,
      New York, New York 10022 (the “Company”),
      and
      the undersigned buyers (each, a “Buyer,”
and
      collectively, the “Buyers”).

     

    WHEREAS:

     

    A. In
      connection with the Securities Purchase Agreement by and among the parties
      hereto of even date herewith (the “Securities
      Purchase Agreement”),
      the
      Company has agreed, upon the terms and subject to the conditions of the
      Securities Purchase Agreement, to issue and sell on the date hereof to each
      Buyer shares (the “Common
      Shares”)
      of the
      Company’s common stock, par value $0.001 per share (the “Common
      Stock”).

     

    B. To
      induce
      the Buyers to execute and deliver the Securities Purchase Agreement, the Company
      has agreed to provide certain registration rights under the Securities Act
      of
      1933, as amended, and the rules and regulations thereunder, or any similar
      successor statute (collectively, the “1933
      Act”),
      and
      applicable state securities laws.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Company and each of the Buyers hereby agree as
      follows:

     

    1. Definitions.
      

     

    Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Securities Purchase Agreement. As used in this
      Agreement, the following terms shall have the following meanings:

     

    a. “Affiliate”
of
      the
      Company means any Person that directly, or indirectly through one or more
      intermediaries, controls, or is controlled by, or is under common control with,
      the Company.

     

    b. “Business
      Day”
means
      any day other than Saturday, Sunday or any other day on which commercial banks
      in the City of New York are authorized or required by law to remain
      closed.

     

    c. “Closing
      Date”
shall
      have the meaning set forth in the Securities Purchase Agreement.

     

    d. “Delay
      Period”
means,
      with respect to any obligation to keep any Registration Statement or prospectus
      contained therein usable for resales pursuant to Section 3, the shortest period
      of time determined in good faith by the Company to be necessary for such purpose
      when there exist circumstances relating to a material pending development,
      including but not limited to, a pending or contemplated material acquisition
      or
      merger or other material transaction or similar event, which would require
      disclosure by the Company in such Registration Statement or the prospectus
      contained therein of material information which the Company determines in good
      faith that it has a bona
      fide
      business
      purpose for keeping confidential and non-public, and the non-disclosure of
      which
      in such Registration Statement or prospectus contained therein might cause
      such
      Registration Statement or prospectus contained therein to fail to comply with
      applicable disclosure requirements. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    e. “Effective
      Date”
means
      the date the Registration Statement has been declared effective by the
      SEC.

     

    f. “Effectiveness
      Deadline”
means,
      with respect to the initial Registration Statement required to be filed
      hereunder, the earlier of: (i) the date that is 120 days after the Final
      Closing; and (ii) the 5th
      trading
      day following the date on which the Company is notified by the SEC that the
      Registration Statement will not be reviewed or is no longer subject to further
      comments and review.

     

    g. “Eligible
      Market”
means
      the Principal Market, New York Stock Exchange, the American Stock Exchange,
      The
      NASDAQ Global Select Market or The NASDAQ Capital Market.

     

    h. “Filing
      Deadline”
means
      the date that is 30 days after the Final Closing Date.

     

    i. “Investor”
means
      a
      Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights
      under this Agreement and who agrees to become irrevocably and unconditionally
      bound by the provisions of this Agreement in accordance with Section 9 and
      any
      transferee or assignee thereof to whom a transferee or assignee assigns its
      rights under this Agreement and who agrees to become irrevocably and
      unconditionally bound by the provisions of this Agreement in accordance with
      Section 9.

     

    j. “Person”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization and a government or any
      department or agency thereof.

     

    k. “register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing one or more Registration
      Statements in material compliance with the 1933 Act and pursuant to Rule 415
      and
      the declaration or ordering of effectiveness of such Registration Statement(s)
      by the SEC.

     

    l. “Registrable
      Securities”
means
      (i) the Common Shares and (ii) any shares of capital stock issued or issuable
      with respect to the Common Shares as a result of any stock split, stock
      dividend, recapitalization, exchange or similar event or otherwise; provided,
      however,
      that
      any Common Shares deemed to be Registrable Securities shall cease to be, or
      cease to be deemed, Registrable Securities at such date that such Common Shares
      shall be eligible for resale or transfer without further restriction pursuant
      to
      Rule 144(k) (or any successor thereto) under the 1933 Act.

     

    
      
        
        

      

      
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    m. “Registration
      Statement”
means
      a
      registration statement or registration statements of the Company filed under
      the
      1933 Act covering the Registrable Securities.

     

    n. “Required
      Holders”
means
      the holders of at least a majority of the Registrable Securities.

     

    o. “Required
      Registration Amount”
for
      the
      Registration Statement means the number of Common Shares issued pursuant to
      the
      Securities Purchase Agreement.

     

    p. “Rule
      415”
means
      Rule 415 promulgated under the 1933 Act or any successor rule providing for
      offering securities on a continuous or delayed basis.

     

    q. “SEC”
means
      the United States Securities and Exchange Commission.

     

    2. Registration.

     

    a. Mandatory
      Registration.
      The
      Company shall use reasonable best efforts to prepare, and, as soon as
      practicable but in no event later than the Filing Deadline, file with the SEC
      the Registration Statement on Form S-3 (except if the Company is not then
      eligible to register for resale the Registrable Securities on Form S-3, in
      which
      case, the Registration Statement shall be on another appropriate form in
      accordance herewith), the
      resale of at least the number of shares of Common Stock equal to the Required
      Registration Amount determined as of date the Registration Statement is
      initially filed with the SEC. The Registration Statement shall contain (except
      if otherwise directed by the Required Holders) the “Selling
      Stockholders”
and
      “Plan
      of Distribution”
      sections in substantially the form attached hereto as Exhibit
      B.
      The
      Company shall use its reasonable best efforts to have the Registration Statement
      declared effective by the SEC as soon as practicable, but in no event later
      than
      the Effectiveness Deadline. By 9:30 am on the second Business Day following
      the
      Effective Date, the Company shall file with the SEC in accordance with Rule
      424
      under the 1933 Act the final prospectus to be used in connection with sales
      pursuant to such Registration Statement.

     

    b. Legal
      Counsel.
      The
      Required Holders shall have the right to select one legal counsel to review
      and
      oversee any registration pursuant to this Section 2 (“Legal
      Counsel”),
      which
      shall be Schulte Roth & Zabel LLP or such other counsel as thereafter
      designated by the Required Holders. The Company and Legal Counsel shall
      reasonably cooperate with each other in performing the Company’s obligations
      under this Agreement.

     

    c. Ineligibility
      for Form S-3.
      In the
      event that Form S-3 is not available for the registration of the resale of
      Registrable Securities hereunder, the Company shall undertake to register the
      Registrable Securities on Form S-3 as soon as reasonably practicable after
      such
      form is available, provided that the Company shall use its reasonable best
      efforts to maintain the effectiveness of the Registration Statement then in
      effect until such time as a Registration Statement on Form S-3 covering the
      Registrable Securities has been declared effective by the SEC.

     

    
      
        
        

      

      
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    d. Effect
      of Failure to File and Obtain and Maintain Effectiveness of Registration
      Statement.
      If (i)
      a Registration Statement covering all of the Registrable Securities required
      to
      be covered thereby and required to be filed by the Company pursuant to this
      Agreement is (A) not filed with the SEC on or before the Filing Deadline (a
      “Filing
      Failure”)
      or (B)
      not declared effective by the SEC on or before the Effectiveness Deadline (an
      “Effectiveness
      Failure”)
      or
      (ii) on any day after the Effective Date sales of all of the Registrable
      Securities required to be included on such Registration Statement cannot be
      made
      (other than during a Delay Period in compliance with Section 3(n)) pursuant
      to
      such Registration Statement (including, without limitation, because of a failure
      to keep such Registration Statement effective, to disclose such information
      as
      is necessary for sales to be made pursuant to such Registration Statement or
      to
      register a sufficient number of shares of Common Stock or to maintain the
      listing of the Common Stock) (a “Maintenance
      Failure”)
      then,
      as partial relief for the damages to any holder by reason of any such delay
      in
      or reduction of its ability to sell the underlying shares of Common Stock (which
      remedy shall not be exclusive of any other remedies available at law or in
      equity), the Company shall pay to each holder of Registrable Securities relating
      to such Registration Statement an amount in cash equal to one percent (1.00%)
      of
      the aggregate Purchase Price (as such term is defined in the Securities Purchase
      Agreement) of such Investor’s Registrable Securities included in such
      Registration Statement on each of the following dates: (i) the day of a Filing
      Failure and on every thirtieth day (pro rated for periods totaling less than
      thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day
      of
      an Effectiveness Failure and on every thirtieth day (pro rated for periods
      totaling less than thirty (30) days) thereafter until such Effectiveness Failure
      is cured; and (iii) the initial day of a Maintenance Failure and on every
      thirtieth day (pro rated for periods totaling less than thirty (30) days)
      thereafter until such Maintenance Failure is cured. The payments to which a
      holder shall be entitled pursuant to this Section 2(d) are referred to herein
      as
“Registration
      Delay Payments.”
      Registration Delay Payments shall be paid on the earlier of (I) the last day
      of
      the calendar month during which such Registration Delay Payments are incurred
      and (II) the third Business Day after the event or failure giving rise to the
      Registration Delay Payments is cured. In the event the Company fails to make
      Registration Delay Payments in a timely manner, such Registration Delay Payments
      shall bear interest at the rate of one percent (1.00%) per month (prorated
      for
      partial months) until paid in full. Notwithstanding anything herein or in the
      Securities Purchase Agreement to the contrary, in no event shall the aggregate
      amount of Registration Delay Payments (other than Registration Delay Payments
      payable pursuant to events that are within the control of the Company) exceed,
      in the aggregate, seven and a half percent (7.50%) of the aggregate Purchase
      Price of the Common Shares.

     

    3. Related
      Obligations.

     

    At
      such
      time as the Company is obligated to file a Registration Statement with the
      SEC
      pursuant to Section 2(a) or 2(c), the Company will use its reasonable best
      efforts to effect the registration of the Registrable Securities in accordance
      with the intended method of disposition thereof and, pursuant thereto, the
      Company shall have the following obligations:

    
      
        
        

      

      
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    a. The
      Company shall submit to the SEC, within five (5) Business Days after the Company
      learns that no review of a particular Registration Statement will be made by
      the
      staff of the SEC or that the staff has no further comments on a particular
      Registration Statement, as the case may be, a request for acceleration of
      effectiveness of such Registration Statement to a time and date not later than
      48 hours after the submission of such request, unless the Company determines,
      in
      its sole discretion that, notwithstanding such clearance, it is required to
      amend the Registration Statement under the rules and regulations under the
      1933
      Act, in which case the Company will use its reasonable best efforts to amend
      the
      Registration Statement as promptly as practicable, address any comments the
      staff may have with respect to the amended Registration Statement and request
      acceleration of the Registration Statement within five (5) Business Days after
      it learns that the staff has no further comments. The Company shall keep each
      Registration Statement effective pursuant to Rule 415 at all times until the
      earlier of (i) the date as of which the Investors may sell all of the
      Registrable Securities covered by such Registration Statement without
      restriction pursuant to Rule 144(k) (or any successor thereto) promulgated
      under
      the 1933 Act or (ii) the date on which the Investors shall have sold all of
      the
      Registrable Securities covered by such Registration Statement (the “Registration
      Period”).
      The
      Company shall ensure that each Registration Statement (including any amendments
      or supplements thereto and prospectuses contained therein) shall not contain
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein, or necessary to make the statements therein (in the case
      of
      prospectuses, in the light of the circumstances in which they were made) not
      misleading.

     

    b. The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be
      reasonably necessary to keep such Registration Statement effective at all times
      during the Registration Period, and, during such period, comply in all material
      respects with the provisions of the 1933 Act with respect to the disposition
      of
      all Registrable Securities of the Company covered by such Registration Statement
      until such time as all of such Registrable Securities shall have been disposed
      of in accordance with the intended methods of disposition by the seller or
      sellers thereof as set forth in such Registration Statement. In the case of
      amendments and supplements to a Registration Statement which are required to
      be
      filed pursuant to this Agreement (including pursuant to this Section 3(b))
      by
      reason of the Company filing a report on Form 10-QSB, Form 10-KSB, or any
      analogous report under the Securities Exchange Act of 1934, as amended (the
      “1934
      Act”),
      the
      Company shall have incorporated such report by reference into such Registration
      Statement, if applicable, or shall file such amendments or supplements with
      the
      SEC on the same day on which the 1934 Act report is filed which created the
      requirement for the Company to amend or supplement such Registration
      Statement.

     

    c. The
      Company shall (A) permit Legal Counsel to review and comment upon (i) a
      Registration Statement at least four (4) Business Days prior to its filing
      with
      the SEC and (ii) all amendments and supplements to all Registration Statements
      (except for Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB
      and
      Current Reports on Form 8-K and any similar or successor reports) within a
      reasonable number of days prior to their filing with the SEC, and (B) not file
      any Registration Statement or amendment or supplement therein in a form to
      which
      Legal Counsel reasonably objects, provided,
      however,
      that
      Legal Counsel shall have one Business Day to respond in writing to the Company
      General Counsel with comments, if any, to such Registration Statement or any
      amendments or supplements to such Registration Statement or any other
      Registration Statements, and failure to timely respond shall result in Legal
      Counsel and each Buyer irrevocably forfeiting its review and comment rights
      as
      set forth in this Section 3(c) hereof. For the avoidance of doubt, Legal Counsel
      shall have no right of approval in connection with the review and comment rights
      granted in this Section 3(c) hereof. Unless otherwise publicly available through
      the EDGAR database, the Company shall furnish to Legal Counsel, (i) copies
      of
      any correspondence from the SEC or the staff of the SEC to the Company or its
      representatives relating to any Registration Statement, (ii) promptly after
      the
      same is prepared and filed with the SEC, one copy of any Registration Statement
      and any amendment(s) thereto, including financial statements and schedules,
      all
      documents incorporated therein by reference, if requested by an Investor, and
      all exhibits and (iii) upon the effectiveness of any Registration Statement,
      one
      copy of the prospectus included in such Registration Statement and all
      amendments and supplements thereto. The Company shall reasonably cooperate
      with
      Legal Counsel in performing the Company’s obligations pursuant to this Section
      3. 

     

    
      
        
        

      

      
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    d. Unless
      otherwise publicly available through the EDGAR database, the Company shall
      furnish to each Investor whose Registrable Securities are included in any
      Registration Statement, (i) promptly after the same is prepared and filed with
      the SEC, at least one copy of such Registration Statement and any amendment(s)
      thereto, including financial statements and schedules, all documents
      incorporated therein by reference, if requested by an Investor, all exhibits
      and
      each preliminary prospectus, (ii) upon the effectiveness of any Registration
      Statement, ten (10) copies of the prospectus included in such Registration
      Statement and all amendments and supplements thereto (or such other number
      of
      copies as such Investor may reasonably request) and (iii) such other documents,
      including copies of any preliminary or final prospectus, as such Investor may
      reasonably request from time to time in order to facilitate the disposition
      of
      the Registrable Securities owned by such Investor.

     

    e. The
      Company shall use its reasonable best efforts to (i) register and qualify,
      unless an exemption from registration and qualification applies, the resale
      by
      Investors of the Registrable Securities covered by a Registration Statement
      under such other securities or “blue sky” laws of all applicable jurisdictions
      in the United States, (ii) prepare and file in those jurisdictions, such
      amendments (including post-effective amendments) and supplements to such
      registrations and qualifications as may be reasonably necessary to maintain
      the
      effectiveness thereof during the Registration Period, (iii) take such other
      actions as may be necessary to maintain such registrations and qualifications
      in
      effect at all times during the Registration Period, and (iv) take all other
      actions reasonably necessary or advisable to qualify the Registrable Securities
      for sale in such jurisdictions; provided,
      however,
      that
      the Company shall not be required in connection therewith or as a condition
      thereto to (x) qualify to do business in any jurisdiction where it would not
      otherwise be required to qualify but for this Section 3(e), (y) subject itself
      to general taxation in any such jurisdiction, or (z) file a general consent
      to
      service of process in any such jurisdiction. The Company shall as promptly
      as
      reasonably practicable, notify Legal Counsel and each Investor who holds
      Registrable Securities of the receipt by the Company of any notification with
      respect to the suspension of the registration or qualification of any of the
      Registrable Securities for sale under the securities or “blue sky” laws of any
      jurisdiction in the United States or its receipt of actual notice of the
      initiation or threatening of any proceeding for such purpose.

     

    f. The
      Company shall notify Legal Counsel and each Investor in writing of the happening
      of any event, as promptly as reasonably practicable after becoming aware of
      such
      event, as a result of which the prospectus included in a Registration Statement,
      as then in effect, includes an untrue statement of a material fact or omission
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading (provided that in no event shall such notice contain any
      material, nonpublic information), and promptly prepare a supplement or amendment
      to such Registration Statement to correct such untrue statement or omission,
      and
      unless otherwise publicly available through the EDGAR database, deliver ten
      (10)
      copies of such supplement or amendment to Legal Counsel and each Investor (or
      such other number of copies as Legal Counsel or such Investor may reasonably
      request). The Company shall also as promptly as reasonably practicable notify
      Legal Counsel and each Investor in writing (i) when a prospectus or any
      prospectus supplement, other than a prospectus supplement filed solely to
      identify a new selling securityholder, or post-effective amendment has been
      filed, and when a Registration Statement or any post-effective amendment has
      become effective (notification of such effectiveness shall be delivered to
      Legal
      Counsel and each Investor by facsimile on the same day of such effectiveness
      and
      by overnight mail), (ii) of any request by the SEC for amendments or supplements
      to a Registration Statement or related prospectus or related information, and
      (iii) of the Company’s reasonable determination that a post-effective amendment
      to a Registration Statement would be appropriate.

     

    
      
        
        

      

      
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    g. The
      Company shall use its reasonable best efforts to prevent the issuance of any
      stop order or other suspension of effectiveness of a Registration Statement,
      or
      the suspension of the qualification of any of the Registrable Securities for
      sale in any jurisdiction and, if such an order or suspension is issued, to
      obtain the withdrawal of such order or suspension as promptly as reasonably
      practicable and to notify Legal Counsel and each Investor who holds Registrable
      Securities being sold of the issuance of such order and the resolution thereof
      or its receipt of actual notice of the initiation or threat of any proceeding
      for such purpose.

     

    h. The
      Company shall hold in confidence and not make any disclosure of information
      concerning an Investor provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release of
      such information is ordered pursuant to a subpoena or other final,
      non-appealable order from a court or governmental body of competent jurisdiction
      or (iv) such information has been made generally available to the public other
      than by disclosure in violation of this Agreement or any other agreement. The
      Company agrees that it shall, upon learning that disclosure of such information
      concerning an Investor is sought in or by a court or governmental body of
      competent jurisdiction or through other means, give prompt written notice to
      such Investor and allow such Investor, at the Investor’s expense, to undertake
      appropriate action to prevent disclosure of, or to obtain a protective order
      for, such information.

     

    i. The
      Company shall use its reasonable best efforts either to (i) cause all of the
      Registrable Securities covered by a Registration Statement to be listed on
      each
      securities exchange on which securities of the same class or series issued
      by
      the Company are then listed, if any, if the listing of such Registrable
      Securities is then permitted under the rules of such exchange, or (ii) secure
      designation and quotation of all of the Registrable Securities required to
      be
      covered by a Registration Statement on the NASDAQ Global Select Market or (iii)
      if, despite the Company’s reasonable best efforts to satisfy the preceding
      clauses (i) and (ii), the Company is unsuccessful in satisfying the preceding
      clauses (i) and (ii), to use its reasonable best efforts to secure the inclusion
      for quotation on the NASDAQ Global Market or the American Stock Exchange for
      such Registrable Securities and, without limiting the generality of the
      foregoing, to use its reasonable best efforts to arrange for at least two market
      makers to register with the National Association of Securities Dealers, Inc.
      (“NASD”)
      as
      such with respect to such Registrable Securities. The Company shall pay all
      fees
      and expenses in connection with satisfying its obligation under this Section
      3(i).

     

    
      
        
        

      

      
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    j. The
      Company shall reasonably cooperate with the Investors who hold Registrable
      Securities being offered and, to the extent applicable, facilitate the timely
      preparation and delivery of certificates (not bearing any restrictive legend)
      representing the Registrable Securities to be offered pursuant to a Registration
      Statement and enable such certificates to be in such denominations or amounts,
      as the case may be, as the Investors may reasonably request and registered
      in
      such names as the Investors may request.

     

    k. The
      Company shall use its reasonable best efforts to cause the Registrable
      Securities covered by a Registration Statement to be registered with or approved
      by such other governmental agencies or authorities as may be necessary to
      consummate the disposition of such Registrable Securities.

     

    l. The
      Company shall otherwise use its reasonable best efforts to comply in all
      material respects with all applicable rules and regulations of the SEC in
      connection with any registration hereunder.

     

    m. Within
      three (3) Business Days after a Registration Statement which covers Registrable
      Securities is ordered effective by the SEC, the Company shall deliver, and
      shall
      cause legal counsel for the Company to deliver, to the transfer agent for such
      Registrable Securities (with copies to Legal Counsel on behalf of the Investors
      whose Registrable Securities are included in such Registration Statement)
      confirmation that such Registration Statement has been declared effective by
      the
      SEC in the form attached hereto as Exhibit
      A.

     

    n. Neither
      the Company nor any Subsidiary or affiliate thereof shall identify any Investor
      as an underwriter in any public disclosure or filing with the SEC or any
      Principal Market (as
      defined in the Securities
      Purchase Agreement) or
      Eligible Market and any Investor being deemed an underwriter by the SEC shall
      not relieve the Company of any obligations it has under this Agreement or any
      other Transaction Document (as
      defined in the Securities Purchase Agreement); provided,
      however,
      that the foregoing shall not prohibit the Company from including the disclosure
      found in the “Plan of Distribution” section attached hereto as Exhibit
      B
      in the Registration Statement.

     

    o. If
      requested by an Investor, the Company shall as soon as practicable (i)
      incorporate in a prospectus supplement such information as an Investor
      reasonably requests to be included therein relating to the sale and distribution
      of Registrable Securities, including, without limitation, information with
      respect to the number of Registrable Securities being offered or sold, the
      purchase price being paid therefor and any other terms of the offering of the
      Registrable Securities to be sold in such offering; (ii) make all required
      filings of such prospectus supplement or post-effective amendment after being
      notified of the matters to be incorporated in such prospectus supplement or
      post-effective amendment; and (iii) supplement or make amendments to any
      Registration Statement if reasonably requested by an Investor holding any
      Registrable Securities.

     

    
      
        
        

      

      
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    p. Effectiveness
      Requirement; Delay Period.

     

    (1) Effectiveness
      Requirement.
      The
      Company agrees to use its reasonable best efforts to keep each Registration
      Statement continuously effective and the prospectus included in such
      Registration Statement usable for resales for a period commencing on the date
      that such Registration Statement is initially declared effective by the SEC
      and
      terminating on the date when all of the Registrable Securities covered by such
      Registration Statement have been sold pursuant to such Registration Statement
      or
      cease to be Registrable Securities (the “Effectiveness
      Period”);
      provided, however, that the Company shall be permitted to suspend the sales
      of
      Registrable Securities during any Delay Period.

     

    (2) Delay
      Period.
       A
      Delay
      Period shall commence on and include the date that the Company gives written
      notice (a “Delay
      Notice”)
      to the
      Investors that such Registration Statement or any prospectus contained therein
      is no longer usable as a result of a material pending development and shall
      end
      on the date when the Investors are advised in writing by the Company that the
      current Delay Period has terminated (it being understood that the Company shall
      provide such notice to all Investors promptly upon making the determination
      that
      the Delay Period has ended); provided,
      however,
      that
      the Company shall not be entitled to Delay Periods having durations that exceed
      thirty (30) consecutive days and during any three hundred sixty five (365)
      day
      period such Delay Periods shall not exceed an aggregate of forty-five (45)
      days
      and the first day of any Delay Period must be at least five (5) trading days
      after the last day of any prior Delay Period. The Company covenants and agrees
      that it shall not deliver a Delay Notice with respect to a Delay Period unless
      Company employees, officers and directors and their Affiliates and any other
      holders of registration rights with respect to the Company’s Common Stock are
      also prohibited by the Company for the duration of such Delay Period from
      effecting any public sales of shares of Common Stock beneficially owned by
      them.
      The Company represents that it has no knowledge of any circumstance that would
      reasonably be expected at the time of the effectiveness of any Registration
      Statement to cause the Company to exercise its rights under this Section
      3(n).

     

    (3) Notice.
      The
      Company shall, in the event such Registration Statement is declared effective,
      provide to each Investor a reasonable number of copies of the prospectus which
      is a part of such Registration Statement (unless otherwise publicly available
      through the EDGAR database), notify each such Investor when such Registration
      Statement has become effective and take such other actions as are required
      to
      permit unrestricted resales of the Registrable Securities. The Company further
      agrees to supplement or amend each Registration Statement if and as required
      by
      the rules, regulations or instructions applicable to the registration form
      used
      by the Company for such Registration Statement or by the 1933 Act or by any
      other rules and regulations thereunder for registrations.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (4) Effective
      Registration Statement.
      A
      Registration Statement shall not be deemed to have become effective unless
      it
      has been declared effective by the SEC; provided,
      however,
      that
      if, after it has been declared effective, the offering of Registrable Securities
      pursuant to such Registration Statement is interfered with by any stop order,
      injunction or other order or requirement of the SEC or any other governmental
      agency or court, such Registration Statement shall be deemed not to have been
      effective during the period of such interference, until the offering of
      Registrable Securities pursuant to such Registration Statement may legally
      resume. 

     

    4. Obligations
      of the Investors.

     

    a. At
      least
      five (5) Business Days prior to the first anticipated filing date of a
      Registration Statement, the Company shall notify each Investor of the
      information the Company requires from each such Investor if such Investor elects
      to have any of such Investor’s Registrable Securities included in such
      Registration Statement. It shall be a condition precedent to the obligations
      of
      the Company to complete the registration pursuant to this Agreement with respect
      to the Registrable Securities of a particular Investor that such Investor shall
      furnish to the Company at least two (2) Business Days prior to the filing of
      a
      Registration Statement (or any amendment or supplement thereto) such information
      regarding itself, the Registrable Securities held by it and to be sold and
      the
      intended method of disposition of the Registrable Securities held by it as
      shall
      be reasonably required to effect and maintain the effectiveness of the
      registration of such Registrable Securities and such information as the Company
      may, after conferring with legal counsel with regard to information relating
      to
      the Investors that would be required by the SEC to be included in such
      Registration Statement or prospectus included therein, reasonably request for
      inclusion in such Registration Statement or prospectus included therein. The
      Investors shall execute such documents in connection with such registration
      as
      the Company may reasonably request, including without limitation, a
      questionnaire in substantially the form attached to this Agreement as
Exhibit
      C
      and
      selling stockholder certificate in substantially the form attached to this
      Agreement as Exhibit
      D.
      Each
      Investor as to which any registration is being effected agrees to promptly
      furnish to the Company all information with respect to such Investor necessary
      to make the information previously furnished to the Company by such Investor
      not
      materially misleading.

     

    b. Each
      Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
      cooperate with the Company as requested by the Company in connection with the
      preparation and filing of any Registration Statement hereunder, unless such
      Investor has notified the Company in writing of such Investor’s election to
      exclude all of such Investor’s Registrable Securities from such Registration
      Statement.

     

    c. Each
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(g) or the first
      sentence of 3(f), such Investor will immediately discontinue disposition of
      Registrable Securities pursuant to any Registration Statement(s) covering such
      Registrable Securities until such Investor’s receipt of notice that (i) the
      supplemented or amended prospectus contemplated by Section 3(g) or the first
      sentence of 3(f) has been filed with the SEC; (ii) no supplement or amendment
      is
      required; or (iii) advised in writing by the Company that the use of the
      applicable prospectus may be resumed. Notwithstanding anything to the contrary,
      the Company shall cause its transfer agent to deliver unlegended shares of
      Common Stock to a transferee of an Investor in accordance with the terms of
      the
      Securities Purchase Agreement in connection with any sale of Registrable
      Securities with respect to which an Investor has entered into a contract for
      sale prior to the Investor’s receipt of a notice from the Company of the
      happening of any event of the kind described in Section 3(g) or the first
      sentence of 3(f) and for which the Investor has not yet settled.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    d. Each
      Investor covenants and agrees that it will comply with the prospectus delivery
      requirements of the 1933 Act as applicable to it or an exemption therefrom
      in
      connection with sales of Registrable
      Securities pursuant to the Registration Statement.

     

    5. Expenses
      of Registration.
      

     

    All
      reasonable expenses, other than underwriting discounts, brokerage fees and
      commissions incurred in connection with registrations, filings or qualifications
      pursuant to Sections 2 and 3, including, without limitation, all registration,
      listing and qualifications fees, printers and accounting fees, all fees and
      expenses of complying with securities or blue sky laws, and fees and
      disbursements of counsel for the Company, shall be paid by the
      Company.

     

    6. Indemnification.

     

    In
      the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:

     

    a. To
      the
      fullest extent permitted by law, the Company shall, and hereby does, indemnify,
      hold harmless and defend each Investor, the directors, officers, members,
      partners, employees, agents, representatives of, and each Person, if any, who
      controls any Investor within the meaning of the 1933 Act or the 1934 Act (each,
      an “Indemnified
      Person”),
      against any losses, claims, damages, liabilities, judgments, fines, penalties,
      charges, costs, reasonable attorneys’ fees, amounts paid in settlement or
      expenses, joint or several, (collectively, “Claims”)
      incurred in investigating, preparing or defending any action, claim, suit,
      inquiry, proceeding, investigation or appeal taken from the foregoing by or
      before any court or governmental, administrative or other regulatory agency,
      body or the SEC, whether pending or threatened, whether or not an indemnified
      party is or may be a party thereto (“Indemnified
      Damages”),
      to
      which any of them may become subject insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon: (i) any untrue statement or alleged untrue statement of
      a
      material fact in a Registration Statement or any post-effective amendment
      thereto or in any filing made in connection with the qualification of the
      offering under the securities or other “blue sky” laws of any jurisdiction in
      which Registrable Securities are offered (“Blue
      Sky Filing”),
      or
      the omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, (ii) any
      untrue statement or alleged untrue statement of a material fact contained in
      any
      preliminary prospectus if used prior to the effective date of such Registration
      Statement, or contained in the final prospectus (as amended or supplemented,
      if
      the Company files any amendment thereof or supplement thereto with the SEC)
      or
      the omission or alleged omission to state therein any material fact necessary
      to
      make the statements made therein, in the light of the circumstances under which
      the statements therein were made, not misleading, (iii) any violation or alleged
      violation by the Company of the 1933 Act, the 1934 Act, any other law,
      including, without limitation, any state securities law, or any rule or
      regulation thereunder relating to the offer or sale of the Registrable
      Securities pursuant to a Registration Statement or (iv) any violation of this
      Agreement (the matters in the foregoing clauses (i) through (iv) being,
      collectively, “Violations”),
      except to the extent, but only to the extent: (A) such Violations which occur
      in
      reliance upon and in conformity with information regarding such Investor
      furnished in writing to the Company by such Investor for use therein, or to
      the
      extent that such information relates to such Investor or such Investor’s
      proposed method of distribution of Registrable Securities and was reviewed
      and
      expressly approved in writing by such Investor for use in the Registration
      Statement or any amendment thereto, such prospectus or such form of prospectus
      or in any amendment or supplement thereto (it being understood that the Investor
      has approved Exhibit
      B
      hereto
      for this purpose); or (B) in the case of an occurrence of an event of the type
      specified in Sections 3(f) and (g), the use by such Investor of an outdated
      or
      defective prospectus after the Company has notified such Investor in writing
      that the prospectus is outdated or defective and prior to the receipt by such
      Investor of the advice contemplated under Section 4(c)(iii) hereof. Subject
      to
      Section 6(c), the Company shall reimburse the Indemnified Persons, promptly
      as
      such expenses are incurred and are due and payable, for any legal fees or other
      reasonable expenses incurred by them in connection with investigating or
      defending any such Claim, provided,
      however,
      that,
      to the extent there is a disagreement between an Indemnified Person and the
      Company as to whether the Indemnified Person is entitled to indemnification
      hereunder, the Company’s obligation to make periodic payments pursuant to this
      section 6(a) may be conditioned upon receipt by the Company of a written
      undertaking by the Indemnified Person to repay any periodic payments made by
      the
      Company to the Indemnified Person pursuant to this Section 6(a) in the event
      it
      is finally determined by a court of competent jurisdiction that the Indemnified
      Person is not entitled to indemnification hereunder. Notwithstanding anything
      to
      the contrary contained herein, the indemnification agreement contained in this
      Section 6(a) shall not apply to amounts paid in settlement of a Claim if such
      settlement is effected without the prior written consent of the Company, which
      consent shall not be unreasonably withheld or delayed. Such indemnity shall
      remain in full force and effect regardless of any investigation made by or
      on
      behalf of the Indemnified Person and shall survive the transfer of the
      Registrable Securities by the Investors pursuant to Section 9.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    b. In
      connection with any Registration Statement in which an Investor is
      participating, each such Investor agrees to severally and not jointly indemnify,
      hold harmless and defend, to the same extent and in the same manner as is set
      forth in Section 6(a), the Company, each of its directors, each of its officers
      who signs the Registration Statement and each Person, if any, who controls
      the
      Company within the meaning of the 1933 Act or the 1934 Act (each, an
“Indemnified
      Party”),
      against any Claim or Indemnified Damages to which any of them may become
      subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim
      or
      Indemnified Damages arise out of or are based upon any Violation, in each case
      to the extent, and only to the extent, that such Violation occurs in reliance
      upon and in conformity with written information furnished to the Company by
      such
      Investor expressly for use in connection with such Registration Statement;
      and,
      subject to Section 6(c), such Investor will reimburse any legal or other
      expenses reasonably incurred by an Indemnified Party in connection with
      investigating or defending any such Claim; provided,
      however,
      that
      the indemnity agreement contained in this Section 6(b) and the agreement with
      respect to contribution contained in Section 7 shall not apply to amounts paid
      in settlement of any claim if such settlement is effected without the prior
      written consent of such Investor, which consent shall not be unreasonably
      withheld or delayed, provided, further, however, that the Investor shall be
      liable under this Section 6(b) for only that amount of a Claim or Indemnified
      Damages as does not exceed the net proceeds to such Investor as a result of
      the
      sale of Registrable Securities pursuant to such Registration Statement. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of such Indemnified Party and shall survive the transfer
      of
      the Registrable Securities by the Investors pursuant to Section 9. 

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    c. Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party shall, if a Claim in respect thereof is to be made against
      any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person or the Indemnified Party, as
      the
      case may be; provided,
      however,
      that an
      Indemnified Person or Indemnified Party shall have the right to retain its
      own
      counsel with the fees and expenses of not more than one counsel for such
      Indemnified Person or Indemnified Party to be paid by the indemnifying party
      if,
      in the reasonable opinion of counsel retained by the indemnifying party, the
      representation by such counsel of the Indemnified Person or Indemnified Party
      and the indemnifying party would be inappropriate due to actual or potential
      differing interests between such Indemnified Person or Indemnified Party and
      any
      other party represented by such counsel in such proceeding. In the case of
      an
      Indemnified Person, legal counsel referred to in the immediately preceding
      sentence shall be selected by the Investors holding at least a
      majority in
      interest of the Registrable Securities included in the Registration Statement
      to
      which the Claim relates. The Indemnified Party or Indemnified Person shall
      cooperate fully with the indemnifying party in connection with any negotiation
      or defense of any such action or Claim by the indemnifying party and shall
      furnish to the indemnifying party all information reasonably available to the
      Indemnified Party or Indemnified Person which relates to such action or Claim.
      The indemnifying party shall keep the Indemnified Party or Indemnified Person
      reasonably apprised at all times as to the status of the defense or any
      settlement negotiations with respect thereto. No indemnifying party shall be
      liable for any settlement of any action, claim or proceeding effected without
      its prior written consent; provided,
      however,
      that
      the indemnifying party shall not unreasonably withhold, delay or condition
      its
      consent. No indemnifying party shall, without the prior written consent of
      the
      Indemnified Party or Indemnified Person, consent to entry of any judgment or
      enter into any settlement or other compromise which does not include as an
      unconditional term thereof the giving by the claimant or plaintiff to such
      Indemnified Party or Indemnified Person of a release from all liability in
      respect to such Claim or litigation, and such settlement shall not include
      any
      admission as to fault on the part of the Indemnified Party. Following
      indemnification as provided for hereunder, the indemnifying party shall be
      subrogated to all rights of the Indemnified Party or Indemnified Person with
      respect to all third parties, firms or corporations relating to the matter
      for
      which indemnification has been made. The failure to deliver written notice
      to
      the indemnifying party within a reasonable time of the commencement of any
      such
      action shall not relieve such indemnifying party of any liability to the
      Indemnified Person or Indemnified Party under this Section 6, except to the
      extent that the indemnifying party is prejudiced in its ability to defend such
      action.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    d. The
      indemnification required by this Section 6 shall be made by periodic payments
      of
      the amount thereof during the course of the investigation or defense, as and
      when bills are received or Indemnified Damages are incurred.

     

    e. The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of
      action or similar right of the Indemnified Party or Indemnified Person against
      the indemnifying party or others, and (ii) any liabilities the indemnifying
      party may be subject to pursuant to the law.

     

    7. Contribution.

     

    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided,
      however,
      that:
      (i) no Person involved in the sale of Registrable Securities, which Person
      is
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the 1933 Act) in connection with such sale, shall be entitled to contribution
      from any Person involved in such sale of Registrable Securities who was not
      guilty of fraudulent misrepresentation; and (ii) contribution by any seller
      of
      Registrable Securities shall be limited in amount to the net amount of proceeds
      received by such seller from the sale of such Registrable Securities pursuant
      to
      such Registration Statement. 

     

    8. Reports
      Under the 1934 Act.
      

     

    With
      a
      view to making available to the Investors the benefits of Rule 144 promulgated
      under the 1933 Act or any other similar rule or regulation of the SEC that
      may
      at any time permit the Investors to sell securities of the Company to the public
      without registration (“Rule
      144”),
      the
      Company agrees to:

     

    a. make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

     

    b. file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements and the filing of such reports and other documents
      is required for the applicable provisions of Rule 144; and

     

    c. furnish
      to each Investor so long as such Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company, if true, that it has
      complied with the reporting requirements of Rule 144, the 1933 Act and the
      1934
      Act, (ii) a copy of the most recent annual or quarterly report of the Company
      and such other reports and documents so filed by the Company and (iii) such
      other information as may be reasonably requested to permit the Investors to
      sell
      such securities pursuant to Rule 144 without registration.

     

    9. Assignment
      of Registration Rights.

     

    The
      rights under this Agreement shall be automatically assignable by the Investors
      to any transferee of all or any portion of such Investor’s Registrable
      Securities if: (i) the Investor agrees in writing with the transferee or
      assignee to assign such rights and a copy of such agreement is furnished to
      the
      Company within a reasonable time after such assignment; (ii) the Company is,
      within a reasonable time after such transfer or assignment, furnished with
      written notice of (a) the name and address of such transferee or assignee and
      (b) the securities with respect to which such registration rights are being
      transferred or assigned; (iii) immediately following such transfer or assignment
      the further disposition of such securities by the transferee or assignee is
      restricted under the 1933 Act or applicable state securities laws; (iv) at
      or
      before the time the Company receives the written notice contemplated by clause
      (ii) of this sentence the transferee or assignee agrees in writing with the
      Company to be bound by all of the provisions contained herein; and (v) such
      transfer shall have been made in accordance with the applicable requirements
      of
      the Securities Purchase Agreement. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    10. Amendment
      of Registration Rights.

     

    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and the holders
      of
      at least 66.67% of the Registrable Securities. Any amendment or waiver effected
      in accordance with this Section 10 shall be binding upon each Investor and
      the
      Company. No such amendment shall be effective to the extent that it applies
      to
      less than all of the holders of the Registrable Securities. No consideration
      shall be offered or paid to any Person to amend or consent to a waiver or
      modification of any provision of any of this Agreement unless the same
      consideration also is offered to all of the parties to this Agreement.


     

    11. Miscellaneous.

     

    a. A
      Person
      is deemed to be a holder of Registrable Securities whenever such Person owns
      or
      is deemed to own of record such Registrable Securities. If the Company receives
      conflicting instructions, notices or elections from two or more Persons with
      respect to the same Registrable Securities, the Company shall act upon the
      basis
      of instructions, notice or election received from the such record owner of
      such
      Registrable Securities.

     

    b. Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one (1) Business Day after deposit with a nationally recognized
      overnight delivery service, in each case properly addressed to the party to
      receive the same. The addresses and facsimile numbers for such communications
      shall be:

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    If
      to the
      Company: 

     

    MRU
      Holdings, Inc.

    590
      Madison Avenue, 13th
      Floor

    New
      York,
      New York 10022

    Telephone: (212)
      836-4187

    Facsimile:   
      (212)
      444-7530

    Attention:  
      Yariv Katz, Esq., VP and General Counsel

     

    with
      a
      copy to:

     

    Withers
      Bergman, LLP

    430
      Park
      Avenue, 10th
      Floor

    New
      York,
      New York 10022

    Telephone: (212)
      848-9870

    Facsimile:   
      (212)
      848-9888

    Attention:  
      David
      S.
      Guin, Esq.

     

    If
      to
      Legal Counsel:

    


    Schulte
      Roth & Zabel LLP 

    919
      Third
      Avenue

    New
      York,
      New York 10022

    Telephone: (212)
      756-2000

    Facsimile:   
      (212)
      593-5955

    Attention:  
      Eleazer
      N. Klein, Esq.

     

    If
      to a
      Buyer, to its address and facsimile number set forth on the Schedule of Buyers
      attached hereto, with copies to such Buyer’s representatives as set forth on the
      Schedule of Buyers, or to such other address and/or facsimile number and/or
      to
      the attention of such other Person as the recipient party has specified by
      written notice given to each other party five (5) days prior to the
      effectiveness of such change. Written confirmation of receipt (A) given by
      the
      recipient of such notice, consent, waiver or other communication, (B)
      mechanically or electronically generated by the sender’s facsimile machine
      containing the time, date, recipient facsimile number and an image of the first
      page of such transmission or (C) provided by a courier or overnight courier
      service shall be rebuttable evidence of personal service, receipt by facsimile
      or receipt from a nationally recognized overnight delivery service in accordance
      with clause (i), (ii) or (iii) above, respectively.

     

    c. Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    d. 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 jurisdictions) that would
      cause the application of the laws of any jurisdictions other than the State
      of
      New York. Each party hereby irrevocably submits to the 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.
      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. 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.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    e. This
      Agreement, the other Transaction Documents (as defined in the Securities
      Purchase Agreement) and the instruments referenced herein and therein constitute
      the entire agreement among the parties hereto with respect to the subject matter
      hereof and thereof. There are no restrictions, promises, warranties or
      undertakings, other than those set forth or referred to herein and therein.
      This
      Agreement, the other Transaction Documents and the instruments referenced herein
      and therein supersede all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof and thereof.

     

    f. Subject
      to the requirements of Section 9, this Agreement shall inure to the benefit
      of
      and be binding upon the permitted successors and assigns of each of the parties
      hereto.

     

    g. The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    h. This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement.

     

    i. Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    j. All
      consents and other determinations required to be made by the Investors pursuant
      to this Agreement shall be made, unless otherwise specified in this Agreement,
      by the determination of the Required Holders.

     

    k. 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. 

     

    l. This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    m. The
      obligations of each Investor hereunder are several and not joint with the
      obligations of any other Investor, and no provision of this Agreement is
      intended to confer any obligations on any Investor vis-à-vis any other Investor.
      Nothing contained herein, and no action taken by any Investor pursuant hereto,
      shall be deemed to constitute the Investors as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Investors are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated herein. Each Investor confirms
      that
      it has independently participated in the negotiation and drafting of this
      Agreement and has received the advice (or has had the opportunity to seek
      advice) of its own counsel and advisors.

     

    n. After
      the
      date of this Agreement, the Company shall not, without the prior written consent
      of the Required Holders, enter into any agreement during the period when the
      Registrable Securities covered by this Agreement continue to meet the definition
      of Registrable Securities with any holder or prospective holder of any
      securities of the Company that would grant such holder registration rights
      senior to those granted to the Investors hereunder.

     

    o. Currency.
      As used
      herein, “Dollar,” “US Dollar” and “$” each mean the lawful money of the United
      States.

     

    *
      * * * *
      *


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      each
      Buyer and the Company have caused their respective signature page to this
      Registration Rights Agreement to be duly executed as of the date first written
      above.

     

    
      	 	 	 
	 	
              COMPANY:

            
	 	 
	 	
              MRU
                HOLDINGS, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Vishal
              Garg
	 	
              
Name:  
Vishal
              Garg
	 	
              Title:    
                Chief Financial Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      each
      Buyer and the Company have caused their respective signature page to this
      Registration Rights Agreement to be duly executed as of the date first written
      above.

     

    
      	 	 	 
	 	
              BUYERS:

            
	 	 
	 	
              STEELHEAD
                INVESTMENTS LTD.

            
	 	
              By:
                HBK Services, LLC, Investment Advisor

            
	 
 	 
 	 
 
	 	By:  	/s/ Kevin
              O’Neal
	 	
              
Name:  Kevin
              O’Neal
	 	
              Title:    Authorized
                Signatory

            


    

     

    
      	 	 	 
	 	
              PENINSULA
                MASTER FUND LTD.

            
	 
 	 
 	 
 
	 	By:  	/s/ Scott
              A.
              Bedford
	 	
              
Name:  Scott
              A. Bedford
	 	
              Title:    President
                of GP/Managing Member

            


    

     

    
      	 	 	 
	 	
              PENINSULA
                CATALYST FUND QP, LP

            
	 
 	 
 	 
 
	 	By:  	/s/ Michael
              Ogborne
	 	
              
Name:  Michael
              Ogborne
	 	
              Title:    GP/Managing
                Member

            


    

     

    
      	 	 	 
	 	
              PENINSULA
                CATALYST FUND LP

            
	 
 	 
 	 
 
	 	By:  	/s/ Michael
              Ogborne
	 	
              
Name:  Michael
              Ogborne
	 	
              Title:    GP/Managing
                Member
 


    

     

    
      	 	 	 
	 	
              BATTERY
                INVESTMENT PARTNERS VII, LLC

            
	 	
              By:
                Battery Partners VII, LLC

            
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
              J. Crotty
	 	
              
Name:  Thomas
              J. Crotty
	 	
              Title:    Member
                Manager

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	 	 
	 	
              BATTERY
                VENTURES VII, LLC

            
	 	
              By:
                Battery Partners VII, LLC

            
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
              J.
              Crotty
	 	
              
Name:  Thomas
              J. Crotty
	 	
              Title:    Member
                Manager

            


    

     

    
      	 	 	 
	 	
              ARTHUR
                STREET FUND II, L.P.

            
	 	
              By:
                BlackRock Private Equity II, L.P., its member manager

            
	 	
              By:
                Portfolio Administration & Management Ltd., its general
                partner

            
	 
 	 
 	 
 
	 	By:  	/s/ Jay
              J.
              Park
	 	
              
Name:  
Jay
              J. Park
	 	
              Title:    Vice
                President 

            


    

     

    
      	 	 	 
	 	
              ARTHUR
                STREET PORTFOLIO II, L.P.

            
	 	
              By:
                BlackRock DivPEP II, LLC, its managing general partner

            
	 	
              By:
                BlackRock Private Equity II, L.P., its member manager

            
	 	
              By:
                Portfolio Administration & Management Ltd., its general
                partner

            
	 
 	 
 	 
 
	 	By:  	/s/ Jay
              J.
              Park
	 	
              
Name:  
Jay
              J. Park
	 	
              Title:    Vice
                President

            


    

     

    
      	 	 	 
	 	
              VESEY
                STREET FUND II, L.P.

            
	 	
              By:
                BlackRock DivPEP II, LLC, its general partner

            
	 	
              By:
                BlackRock Private Equity II, L.P., its member manager

            
	 	
              By:
                Portfolio Administration & Management Ltd., its general
                partner

            
	 
 	 
 	 
 
	 	By:  	/s/ Jay
              J.
              Park
	 	
              
Name:  
Jay
              J. Park
	 	
              Title:    Vice
                President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              VESEY
                STREET PORTFOLIO II, L.P.

            
	 	
              By:
                BlackRock DivPEP II, LLC, its managing general partner

            
	 	
              By:
                BlackRock Private Equity II, L.P., its member manager

            
	 	
              By:
                Portfolio Administration & Management Ltd., its general
                partner

            
	 
 	 
 	 
 
	 	By:  	/s/ Jay
              J. Park
	 	
              
Name:  
Jay
              J. Park
	 	
              Title:    Vice
                President 

            


    

     

    
      	 	 	 
	 	
              SUTTONBROOK
                CAPITAL PORTFOLIO LP

            
	 
 	 
 	 
 
	 	By:  	/s/ Brett
              Spector
	 	
              
Name:  
Brett
              Spector
	 	
              Title:    Authorized
                Person

            


    

     

    
      	 	 	 
	 	
              LBI
                GROUP INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Eric
              Salzman
	 	
              
Name:  
Eric
              Salzman
	 	
              Title:    Managing
                Director

            


    

     

    
      	 	 	 
	 	
              UBS
                O’CONNOR LLC F/B/O O’CONNOR PIPES CORPORATE STRATEGIES MASTER
                LIMITED

            
	 
 	 
 	 
 
	 	By:  	/s/ Jeffrey
              F. Putnam
	 	
              
Name:  Jeffrey
              F. Putnam
	 	
              Title:    Executive
                Director

            



      	 	 	 
	 	
              CRYSTAL
                LAKE PARTNERS LLC

            
	 
 	 
 	 
 
	 	By:  	/s/ Aaron
              Fleck
	 	
              
Name:  
Aaron
              Fleck
	 	
              Title:    General
                Partner

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      OF BUYERS

     

    
      	
               

              Buyer

            	
              Buyer’s
                Address

              and
                Facsimile Number

            	
              Buyer’s
                Representative’s Address 

              and
                Facsimile Number

            
	 	 	 


    

     

     

     

     

     

     

     

     

     

     

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      A

    


    FORM
      OF NOTICE OF EFFECTIVENESS

     

    OF
      REGISTRATION STATEMENT

     

    [Transfer
      Agent]

    Attention:
      _________________

    Re: MRU
      Holdings, Inc.

     

    Ladies
      and Gentlemen:

     

     

    [We
      are][I am] counsel to MRU Holdings, Inc., a corporation organized under the
      laws
      of the State of Delaware (the “Company”),
      and
      have represented the Company in connection with that certain Securities Purchase
      Agreement (the “Securities Purchase
      Agreement”),
      entered into by and among the Company and the buyers named therein
      (collectively, the “Holders”)
      pursuant to which the Company issued to the Holders its shares of the Company’s
      Common Stock, par value $0.001 per share (the “Common
      Stock”).
      Pursuant to the Securities Purchase Agreement, the Company also has entered
      into
      a Registration Rights Agreement with the Holders (the “Registration
      Rights Agreement”)
      pursuant to which the Company agreed, among other things, to register the resale
      of the Registrable Securities (as defined in the Registration Rights Agreement)
      under the Securities Act of 1933, as amended (the “1933
      Act”).
      In
      connection with the Company’s obligations under the Registration Rights
      Agreement, on ____________ ___, 2007, the Company filed a Registration Statement
      on Form S-3 (File No. 333-_____________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the Registrable Securities which names each of the Holders as a
      selling stockholder thereunder.

     

    In
      connection with the foregoing, [we][I] advise you that a member of the SEC’s
      staff has advised [us][me] by telephone that the SEC has entered an order
      declaring the Registration Statement effective under the 1933 Act at
[ENTER
      TIME OF EFFECTIVENESS]
      on
[ENTER
      DATE OF EFFECTIVENESS]
      and
      [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s
      staff, that any stop order suspending its effectiveness has been issued or
      that
      any proceedings for that purpose are pending before, or threatened by, the
      SEC
      and the Registrable Securities are available for resale under the 1933 Act
      pursuant to the Registration Statement.

     

    This
      letter shall serve as our standing instruction to you that the shares of Common
      Stock are freely transferable by the Holders pursuant to the Registration
      Statement. You need not require further letters from us to effect any future
      legend-free issuance or reissuance of shares of Common Stock to the Holders,
      provided at the time of such reissuance, the Company has not otherwise notified
      you that the Registration Statement is unavailable for the resale of the
      Registrable Securities.

    


     

    
      	 	
              Very
                truly yours,

               

              [ISSUER’S
                COUNSEL]

               

              By:_____________________

            


    

     

    CC: 
      [LIST
      NAMES OF HOLDERS]

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    SELLING
      STOCKHOLDERS

     

    The
      shares of Common Stock being offered by the selling stockholders are those
      previously issued to the selling stockholders. For additional information
      regarding the issuances of Common Stock, see “Private Placement of Common
      Shares” above. We are registering the shares of Common Stock in order to permit
      the selling stockholders to offer the shares for resale from time to time.
      Because each selling stockholder may offer all or a portion of the shares of
      Common Stock offered by this prospectus at any time and from time to time after
      the date hereof, no estimate can be made of the number of shares of Common
      Stock
      that each selling stockholder may retain upon completion of this offering.
      The
      shares of Common Stock being offered by this prospectus may be offered directly
      by the selling stockholders named below or by pledges, donees, transferees
      or
      other successors in interest thereto, as discussed under “Plan of Distribution”
below. Except for the ownership of the shares of Common Stock, the selling
      stockholders have not had any material relationship with us within the past
      three years.

     

    The
      table
      below lists the selling stockholders and other information regarding the
      beneficial ownership of the shares of Common Stock by each of the selling
      stockholders. The second column lists the number of shares of Common Stock
      beneficially owned by each selling shareholder, based on its ownership of the
      shares of Common Stock, as of ________, 200_.

     

    The
      third
      column lists the shares of Common Stock being offered by this prospectus by
      the
      selling stockholders.

     

    The
      fourth column assumes the sale of all of the shares offered by the selling
      stockholders pursuant to this prospectus.

     

    Under
      the
      rules of the Securities and Exchange Commission, beneficial ownership includes
      shares over which the named stockholder exercises voting and/or investment
      power. Unless otherwise indicated in the footnotes below, we believe that the
      persons and entities named in the table have sole voting and investment power
      with respect to all shares beneficially owned, subject to applicable community
      property laws. The information with respect to beneficial ownership of shares
      of
      Common Stock held by each person is based upon record ownership data provided
      by
      our transfer agent, information supplied or confirmed by the selling
      stockholders, based upon statements filed with the Securities and Exchange
      Commission or based upon our actual knowledge.


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    
      	
               

               

              Name
                of Selling Stockholder

            	
               

              Number
                of Shares Owned Prior to Offering

            	 	
              Maximum
                Number of Shares to be Sold Pursuant to this
                Prospectus

            	 	
               

              Number
                of Shares Owned After
                Offering

            


    

    


     

    


     


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    PLAN
      OF DISTRIBUTION

    


    We
      are
      registering the shares of Common Stock previously issued to permit the resale
      of
      these shares of Common Stock from time to time by the persons or entities listed
      under the “Selling Stockholders” section of this prospectus. As used in this
      section of the prospectus, the term “selling stockholders” includes the selling
      stockholders named in the table above and any of their donees, pledges,
      transferees or other successors in interest who receive shares of Common Stock
      offered hereby from a selling stockholder as a gift, pledge or other non-sale
      related transfer and who subsequently sell any of such shares after the date
      of
      this prospectus. We will not receive any of the proceeds from the sale by the
      selling stockholders of the shares of Common Stock. We will bear all fees and
      expenses incident to our obligation to register the shares of Common
      Stock.

     

    The
      selling stockholders may sell all or a portion of the shares of Common Stock
      beneficially owned by them and offered hereby from time to time directly or
      through one or more underwriters, broker-dealers or agents. If the shares of
      Common Stock are sold through underwriters or broker-dealers, the selling
      stockholders will be responsible for underwriting discounts or commissions
      or
      agent’s commissions. The shares of Common Stock may be sold in one or more
      transactions at fixed prices, at prevailing market prices at the time of the
      sale, at varying prices determined at the time of sale, or at negotiated prices.
      These sales may be effected in transactions, which may involve crosses or block
      transactions, 

     

    · on
      any
      national securities exchange or quotation service on which the securities may
      be
      listed or quoted at the time of sale;

     

    · in
      the
      over-the-counter market;

     

    · in
      transactions otherwise than on these exchanges or systems or in the
      over-the-counter market;

     

    · through
      the writing of options, whether such options are listed on an options exchange
      or otherwise;

     

    · ordinary
      brokerage transactions and transactions in which the broker-dealer solicits
      purchasers;

     

    · block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but
      may position and resell a portion of the block as principal to facilitate the
      transaction;

     

    · purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

     

    · an
      exchange distribution in accordance with the rules of the applicable
      exchange;

     

    · privately
      negotiated transactions;

     

    · short
      sales;


    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

    · sales
      pursuant to Rule 144;

     

    · broker-dealers
      may agree with the selling securityholders to sell a specified number of such
      shares at a stipulated price per share;

     

    · a
      combination of any such methods of sale; and

     

    · any
      other method permitted pursuant to applicable law.

     

    If
      the
      selling stockholders effect such transactions by selling shares of Common Stock
      to or through underwriters, broker-dealers or agents, such underwriters,
      broker-dealers or agents may receive commissions in the form of discounts,
      concessions or commissions from the selling stockholders or commissions from
      purchasers of the shares of Common Stock for whom they may act as agent or
      to
      whom they may sell as principal (which discounts, concessions or commissions
      as
      to particular underwriters, broker-dealers or agents may be in excess of those
      customary in the types of transactions involved). In connection with sales
      of
      the shares of Common Stock or otherwise, the selling stockholders may enter
      into
      hedging transactions with broker-dealers, which may in turn engage in short
      sales of the shares of Common Stock in the course of hedging in positions they
      assume. The selling stockholders may also sell shares of Common Stock short
      and
      deliver shares of Common Stock covered by this prospectus to close out short
      positions and to return borrowed shares in connection with such short sales.
      The
      selling stockholders may also loan or pledge shares of Common Stock to
      broker-dealers that in turn may sell such shares.

     

    The
      selling stockholders may pledge or grant a security interest in some or all
      of
      the Common Stock owned by them and, if they default in the performance of their
      secured obligations, the pledgees or secured parties may offer and sell the
      shares of Common Stock from time to time pursuant to this prospectus or any
      amendment to this prospectus under Rule 424(b) or other applicable provision
      of
      the Securities Act of 1933, as amended, amending, if necessary, the list of
      selling stockholders to include the pledgee, transferee or other successors
      in
      interest as selling stockholders under this prospectus. The selling stockholders
      also may transfer and donate the shares of Common Stock in other circumstances
      in which case the transferees, donees, pledgees or other successors in interest
      will be the selling beneficial owners for purposes of this
      prospectus.

     

    The
      selling stockholders and any broker-dealer participating in the distribution
      of
      the shares of Common Stock may be deemed to be “underwriters” within the meaning
      of the Securities Act, and any commission paid, or any discounts or concessions
      allowed to, any such broker-dealer may be deemed to be underwriting commissions
      or discounts under the Securities Act. At the time a particular offering of
      the
      shares of Common Stock is made, a prospectus supplement, if required, will
      be
      distributed which will set forth the aggregate amount of shares of Common Stock
      being offered and the terms of the offering, including the name or names of
      any
      broker-dealers or agents, any discounts, commissions and other terms
      constituting compensation from the selling stockholders and any discounts,
      commissions or concessions allowed or reallowed or paid to broker-dealers.
      

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    Under
      the
      securities laws of some states, the shares of Common Stock may be sold in such
      states only through registered or licensed brokers or dealers. In addition,
      in
      some states the shares of Common Stock may not be sold unless such shares have
      been registered or qualified for sale in such state or an exemption from
      registration or qualification is available and is complied with.

     

    There
      can
      be no assurance that any selling stockholder will sell any or all of the shares
      of Common Stock registered pursuant to the registration statement, of which
      this
      prospectus forms a part.

     

    The
      selling stockholders and any other person participating in such distribution
      will be subject to applicable provisions of the Securities Exchange Act of
      1934,
      as amended, and the rules and regulations thereunder, including, without
      limitation, Regulation M, which may limit the timing of purchases and sales
      of
      any of the shares of Common Stock by the selling stockholders and any other
      participating person. Regulation M may also restrict the ability of any person
      engaged in the distribution of the shares of Common Stock to engage in
      market-making activities with respect to the shares of Common Stock. All of
      the
      foregoing may affect the marketability of the shares of Common Stock and the
      ability of any person or entity to engage in market-making activities with
      respect to the shares of Common Stock.

     

    We
      will
      pay all expenses of the registration of the shares of Common Stock pursuant
      to
      the registration rights agreement, including, without limitation, Securities
      and
      Exchange Commission filing fees and expenses of compliance with state securities
      or “blue sky” laws; provided,
      however,
      that a
      selling stockholder will pay all underwriting discounts and selling commissions,
      if any. We will indemnify and hold harmless the selling stockholders against
      liabilities, including some liabilities under the Securities Act, in accordance
      with the registration rights agreements, or the selling stockholders will be
      entitled to contribution. We may be indemnified and held harmless by the selling
      stockholders against civil liabilities, including liabilities under the
      Securities Act, that may arise from any written information furnished to us
      by
      the selling stockholder specifically for use in this prospectus, in accordance
      with the related registration rights agreement, or we may be entitled to
      contribution.

     

    Once
      sold
      under the registration statement, of which this prospectus forms a part, the
      shares of Common Stock will be freely tradable in the hands of persons other
      than our affiliates.


    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    SELLING
      INVESTOR QUESTIONNAIRE

     

    The
      undersigned beneficial owner of common stock (the “Common
      Stock”),
      of
MRU
      Holdings, Inc.
      (the
“Company”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      Registration Statement for the registration and resale of the Common Stock,
      in
      accordance with the terms of the Registration Rights Agreement, dated as of
      _________ [ ], 2007 (the “Registration
      Rights Agreement”),
      among
      the Company and the Investors named therein. A copy of the Registration Rights
      Agreement is available from the Company upon request at the address set forth
      below. All capitalized terms used and not otherwise defined herein shall have
      the meanings ascribed thereto in the Registration Rights Agreement.

     

    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    1. Name.

     

    
      	 	
              (a)

            	
              Full
                Legal Name of Selling Investor

            


      	 	 	 


      	 	 	      
              


      
 

    

    
      	 	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which the Common Stock listed in Item 3 below are
                held:

            


      	 	 	 


      	 	 	    
              


    

     

     

    
      	 	
              (c)

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the
                questionnaire):

            


      	 	 	 


      	 	 	   
              


      	 	 	  



      	 	 	  



       
 

    

    


    2. Address
      for Notices to Selling Investor:

    
      	    

	    

	     

	
              Telephone: 

            
	
              Fax: 

            
	
              E-mail:  

            
	
              Contact
                Person: 

            


    


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    3. Beneficial
      Ownership of Common Stock:

     

    
      	 	 	
              Number
                of shares of Common Stock beneficially
                owned:

            


      	 	 	 


      	  
	 	   
              


    

    


    4. Broker-Dealer
      Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes
       ̈ No
       ̈

     

    
      	 	
              Note:

            	
              If
                yes, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (b)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

     

    Yes
       ̈ No
       ̈

     

    
      	 	
              (c)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Common Stock in the ordinary course of business, and at the time
                of
                the purchase of the Common Stock to be resold, you had no agreements
                or
                understandings, directly or indirectly, with any person to distribute
                the
                Common Stock?

            


    

     

    Yes
       ̈ No
       ̈

     

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    


    
      	
              5.

            	
              Beneficial
                Ownership of Other Securities of the Company Owned by the Selling
                Investor.

            


    

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Common Stock
      listed above in Item 3.

     

    
      	 	 	
              Type
                and Amount of other securities beneficially owned by the Selling
                Investor:

            


      	 	 	 


      	 	 	    
              


      	 	 	      
              


    


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            	
                    6.

                  	Relationships with the
                    Company:


            	 	 


            	 	Except as set forth below, neither the
                    undersigned
                    nor any of its affiliates, officers, directors or principal equity
                    holders
                    (wners of 5% of more of the equity securities of the undersigned)
                    has held
                    any position or office or has had any other material relationship
                    with the
                    Company (or its predecessors or affiliates) during the past three
                    years.


            	 	 


            	 	State any exceptions here:


            	 	 


            	 	     
                    


            	 	   
                    


          

        

      

    

     

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date
      hereof.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus. The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus.

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

    


    


    
      	Dated: _______________________	Beneficial Owner:
              __________________________
	 	 
	 	By:
              _____________________________________
	 	
              Name:

              Title: 

            


    

    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    Withers
      Bergman LLP

    430
      Park
      Avenue, 10th
      Floor

    New
      York,
      New York 10022

    Facsimile
      No.: (212) 848-9888

    Attn:
      David S. Guin, Esq.


    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    [insert
      date]

     

    


    American
      Stock Transfer & Trust Company

    6201
      Fifteenth Avenue, 2nd
      Floor

    Brooklyn,
      New York 11219

    Attn:
      Isaac Kagan

     

     

    Re:      
      MRU
      Holdings, Inc. (the “Company”); Common Stock 

     

    Dear
      Mr.
      Kagan:

     

    Please
      be
      advised that [specify exact name of selling stockholder] has sold [specify
      number of shares sold] shares of the above referenced security on
      _______________ in accordance with the terms outlined in the prospectus dated
      [        ], 2007. The undersigned represents
      and warrants to you and the Company as follows:

     

    __       
      The sale was made pursuant to the prospectus dated
      [         ], 200_.

     

    __       
      I/We have delivered a copy of the prospectus to the buyer.

     

    Please
      issue a clean certificate for the above referenced security in the name of 
[specify exact name in which new certificate(s) is to be issued].

     

    
      	 	
              Very
                truly yours,

               

              [Specify
                entity name, if applicable, or name of individual]

               

              ______________________________________

              By:           
                [specify name and title of signatory signing on behalf of selling
                stockholder/or name of individual]

            


    

    
    

     

    cc:          
      MRU Holdings, Inc.

                   
      Attention: General Counsel


    
      
        
        

      

      
        D-1