Unassociated Document


    THIRD
      AMENDMENT 

     

    THIS
      THIRD AMENDMENT (this “Agreement”)
      is
      made as of November 20, 2008, by and among MRU Holdings, Inc., a Delaware
      corporation (the “Company”);
      Embark Corp., a Delaware corporation (“Embark”),
      Embark Online, Inc, a Delaware corporation (“Embark
      Online”),
      Goto
      College Holdings Inc., a Delaware corporation (“Goto
      College”),
      iempower, inc., a Delaware corporation (“iempower”),
      MRU
      Originations, Inc., a Delaware corporation (“MRU
      Originations”),
      and
      MRU Universal Guaranty Agency, Inc., a Delaware corporation (“MRU
      Universal”;
      Embark, Embark Online, Goto College, iempower, MRU Originations and MRU
      Universal, collectively, the “Included Subsidiaries”),
      each
      of which is a Subsidiary of the Company; Longview Marquis Master Fund, L.P.,
      a
      British Virgin Islands limited partnership (including as successor to The
      Longview Fund, L.P., a California limited partnership, under the Purchase
      Agreement (as defined below), “Buyer”);
      and
      Viking Asset Management, LLC, a California limited liability company, in its
      capacity as collateral agent for the benefit of Buyer (together with its
      successors and assigns in such capacity, the “Collateral
      Agent”).
      Capitalized terms used but not otherwise defined herein shall have the meanings
      ascribed to them in the Purchase Agreement (as amended hereby) (as defined
      below) and, if not defined therein, in the Notes (as defined below) and, if
      not
      defined therein, then in the Security Agreement (as defined below).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company and Buyer are party to that certain Securities Purchase Agreement,
      dated as of October 19, 2007 (as amended by the First Amendment and the Second
      Amendment (each, as defined below), and as may be further amended, restated,
      supplemented or otherwise modified and in effect from time to time, and together
      with that certain letter agreement dated June 9, 2008 between the Company and
      Buyer, the “Purchase
      Agreement”),
      pursuant to which the Company issued those certain senior secured notes, each
      dated October 19, 2007, in an aggregate original principal amount of $11,200,000
      that are held by Buyer as of the date hereof (such notes, together with any
      promissory notes or other securities issued in exchange or substitution therefor
      or replacement thereof, and as amended by the First Amendment and the Second
      Amendment, and as any of the same may be further amended, restated, supplemented
      or otherwise modified and in effect from time to time, collectively, the
“Notes”);

     

    WHEREAS,
      the Company, the Included Subsidiaries and Buyer entered into that certain
      Waiver and First Amendment, dated as of September 12, 2008 (the “First
      Amendment”),
      pursuant to which, among other things, the parties amended subsection (ii)(D)
      of
      the definition of the term “Indebtedness” set forth in the Appendix to the
      Purchase Agreement and Buyer granted a limited waiver with respect to the breach
      by the Company of Section 5(g) of the Purchase Agreement and an Event of Default
      under Section 8(a)(ix) of each Note;

     

    WHEREAS,
      the Company, the Included Subsidiaries and Buyer entered into that certain
      Second Amendment, dated as of October 17, 2008 (the “Second
      Amendment”),
      pursuant to which, among other things, the parties agreed to further amend
      subsection (ii)(D) of the definition of the term “Indebtedness” set forth in the
      Appendix to the Purchase Agreement;

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WHEREAS,
      subsequent to the Second Amendment, on each of November 3, 2008, November 10,
      2008, November 12, 2008, November 13, 2008, November 15, 2008, November 17,
      2008, November 18, 2008 and November 19, 2008, as disclosed in the Company’s
      current reports on Form 8-K, as filed with the SEC, Buyer agreed to extend
      the
      deadlines set forth in the Second Amendment for compliance with the Company’s
      covenant with respect to Indebtedness as it relates to accounts payable, in
      each
      case subject to the terms and conditions set forth in the Second
      Amendment;

     

    WHEREAS,
      the parties desire to amend the Purchase Agreement as hereinafter set forth;
      and

     

    WHEREAS,
      as a condition to Buyer entering into this Agreement, contemporaneously
      herewith, (a) each of the Included Subsidiaries will execute and deliver a
      security agreement (the “Security
      Agreement”),
      in
      the form attached hereto as Exhibit
      A,
      pursuant to which, among other things, the Included Subsidiaries will grant
      to
      the Collateral Agent a first priority perfected security interest in all present
      and future tangible and intangible assets of the Included Subsidiaries; (b)
      Goto
      College will execute and deliver a Pledge Agreement (the “Pledge
      Agreement”),
      in
      the form attached hereto as Exhibit
      B,
      pursuant to which, among other things, Goto College will
      pledge all of the capital stock or other equity interests in each of its direct
      and indirect subsidiaries, and such capital stock or other equity interests
      shall be Pledged Shares (as defined in the Pledge Agreement); (c) Embark will
      execute and deliver a trademark security agreement (the “Trademark
      Security Agreement”),
      in the form attached hereto as Exhibit
      C,
      pursuant to which, among other things, Embark will grant to the Collateral
      Agent
      a continuing security interest in the Trademark Collateral (as defined in the
      Trademark Security Agreement); and (d) Embark will execute and deliver a
      copyright security agreement (the “Copyright
      Security Agreement”),
      in the form attached hereto as Exhibit
      D,
      pursuant to which, among other things, Embark will grant to the Collateral
      Agent
      a continuing security interest in the Copyright Collateral (as defined in the
      Copyright Security Agreement).

     

    NOW,
      THEREFORE, in consideration of the agreements, provisions and covenants
      contained herein and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, each of the undersigned agrees
      as
      follows:

     

    1. Amendments
      to the Purchase Agreement.
      Buyer
      hereby agrees with the Company that, as of the date first above written, as
      follows:

     

    a. The
      Appendix to the Purchase Agreement is hereby amended to insert the following
      definitions into the Appendix to the Purchase Agreement as follows:

     

    “Accounts
      Payable Decrease Date”
shall
      mean January 8, 2009, provided,
      however,
      that
      after January 8, 2009, “Accounts
      Payable Decrease Date”
shall
      mean January 31, 2009 if all of the following conditions have been satisfied
      on
      January 8, 2009: (i) the Company and one or more third parties shall have
      executed, and there shall be in effect, a term sheet or definitive documents
      for
      the sale of assets of the Company or any of its Subsidiaries, or for the sale
      of
      equity and/or securities of the Company, to such third party or parties (any
      such sale, a “Sale
      Transaction”)
      that
      will provide the Company with net proceeds of no less than the greater of (i)
      $50,000,000 and (ii) such amount as the holders of the Notes representing at
      least two-thirds (2/3) of the aggregate principal amount of all of the Notes
      then outstanding determine in good faith and in consultation with the Company
      is
      reasonably necessary for the Company to operate its then existing business
      on a
      positive net income basis and to satisfy all of the Company’s then existing
      Indebtedness and other financial obligations, including all of the Company’s
      present and future obligations under the Notes (with respect to principal
      thereof, interest and any premium thereon, and otherwise); (ii) the Company
      has
      received a nonrefundable deposit or advance with respect to such Sale
      Transaction of, or otherwise has available, unrestricted and unencumbered funds
      of no less than $11,200,000, and all such funds are held in a segregated bank
      account in which the Collateral Agent has, for the benefit of the holders of
      the
      Notes, a valid perfected first priority security interest pursuant to an Account
      Control Agreement (as defined in the Security Agreement) that requires that
      all
      such funds remain in such account until each of the Notes are repaid in full,
      and such funds so remain in such account, except that such funds may be used
      to
      directly pay principal on the Notes in accordance with the terms of the Notes;
      and (iii) the Company and each of its Subsidiaries are, and have been at all
      times since November 20, 2008, in compliance in all material respects with
      each
      of the Transaction Documents, and there is no, and there has not at any time
      since November 20, 2008 been, an “Event of Default,” or any event, condition or
      circumstance that with the passage of time or the giving of notice (or both)
      would constitute an “Event of Default” under any of the Notes; provided,
      further,
      however,
      that if
      all such conditions have been satisfied on January 8, 2009, but any of such
      conditions is not satisfied on any date thereafter and prior to January 31,
      2008, the “Accounts
      Payable Decrease Date”
shall
      be the first such date after January 8, 2009 on which any of such conditions
      are
      not satisfied.

     


    
      
        
        

      

      
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    “Collateral”
has
      the
      meaning assigned to such term in the Security Agreement.

     

    “Copyright
      Security Agreement”
means
      that certain Copyright Security Agreement, dated as of November 20, 2008, by
      and
      between Embark Corp. and the Collateral Agent.

     

    “Included
      Subsidiaries”
means
      Embark Corp., a Delaware corporation, Embark Online, Inc, a Delaware
      corporation, Goto College Holdings Inc., a Delaware corporation, iempower,
      inc.,
      a Delaware corporation, MRU Originations, Inc., a Delaware corporation, and
      MRU
      Universal Guaranty Agency, Inc., a Delaware corporation.

     

    “Pledge
      Agreement”
means
      that certain Pledge Agreement, dated as of November 20, 2008, by and between
      Goto College Holdings Inc. and the Collateral Agent, and acknowledged by each
      of
      Embark Corp. and Embark Online, Inc.

     

    “Security
      Agreement”
means
      that certain Security Agreement, dated as of November 20, 2008, by and among
      the
      Included Subsidiaries, the Collateral Agent and the Buyers.

     

    “Trademark
      Security Agreement”
means
      that certain Trademark Security Agreement, dated as of November 20, 2008, by
      and
      between Embark Corp. and the Collateral Agent

     

    b. The
      Appendix to the Purchase Agreement is hereby amended by replacing the previously
      existing definitions (and such previously existing definitions are hereby
      deleted) of each of “Collateral
      Agent,”
      “Security
      Documents”
and
      “Transaction
      Documents,”
      respectively, with the following:

     


    
      
        
        

      

      
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    “Collateral
      Agent”
has
      the
      meaning assigned to such term in the Pledge and Security Agreement or the
      Security Agreement, as applicable.

    


    “Security
      Documents”
means
      the Pledge and Security Agreement, the Guaranty, the Blocked Account Agreement,
      the Security Agreement, the Pledge Agreement, the Trademark Security Agreement,
      the Copyright Security Agreement, any Account Control Agreements and any other
      agreements, documents and instruments executed concurrently herewith or at
      any
      time hereafter pursuant to which the Company, any of its Subsidiaries or any
      other Person either (i) guarantees payment or performance of all or any
      portion of the obligations hereunder or under any other instruments delivered
      in
      connection with the transactions contemplated hereby and by the other
      Transaction Documents, and/or (ii) provides, as security for all or any portion
      of such obligations, a Lien on any of its assets in favor of a Buyer, as any
      or
      all of the same may be amended, supplemented, restated or otherwise modified
      from time to time.

    


    “Transaction
      Documents”
means
      this Agreement, the Notes, the Pledge and Security Agreement, the Blocked
      Account Agreement, the Guaranty, the Security Agreement, the Pledge Agreement,
      the Trademark Security Agreement, the Copyright Security Agreement, any Account
      Control Agreements and each of the other agreements or instruments to which
      the
      Company or any of its Subsidiaries is a party or by which it is bound and which
      is entered into by the parties hereto or thereto in connection with the
      transactions contemplated hereby and thereby.

     

    c. Subclause
      (ii)(D) of the definition of the term “Indebtedness” set forth in the Appendix
      to the Purchase Agreement is hereby amended and restated in its entirety to
      read
      as follows:

     

    “(D)
      not
      exceeding at any one time an aggregate amount among the Company and its
      Subsidiaries of (1) on or prior to the Accounts Payable Decrease Date,
      $12,000,000 and (2) after the Accounts Payable Decrease Date,
      $5,000,000.”

     

    d. Section
      4(c) of the Purchase Agreement is hereby amended to replace the phrase “During
      the period commencing on the date of this Agreement and ending on the date
      on
      which no Notes remain outstanding and the Pledge and Security Agreement has
      been
      terminated (the period ending on such latest date, the “Reporting
      Period”),”
at
      the beginning of the first sentence thereof, with the phrase “During the period
      commencing on the date of this Agreement and ending on the first date on which
      no Notes remain outstanding and each of the Pledge and Security Agreement and
      the Security Agreement has been terminated (the period ending on such latest
      date, the “Reporting
      Period”),”.

     

    e. Section
      4(g) of the Purchase Agreement is hereby amended and restated in its entirety
      to
      read as follows:

     


    
      
        
        

      

      
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    “g. Minimum
      Cash Balance.
      At all
      times during the Reporting Period, (i) the Company shall maintain unrestricted
      and unencumbered cash on hand (net of any payments out from the Company and
      its
      Subsidiaries in process) in an aggregate amount of not less than $4,350,000,
      and
      (ii) Embark shall maintain unrestricted and unencumbered cash on hand (net
      of
      any payments out from Embark in process) in an aggregate amount of not less
      than
      $1,500,000.”

     

    f. Each
      of
      Sections 4(i), 4(n), 4(o) and 4(t) of the Purchase Agreement are hereby amended
      to insert “Collateral,” immediately prior to each reference to the term “Pledged
      Collateral” contained in such Sections.

     

    g. Section
      4(r) of the Purchase Agreement is hereby amended to replace the phrase “From the
      date of this Agreement until the first date following the Closing Date on which
      the Notes are no longer outstanding and the Pledge and Security Agreement has
      terminated,” at the beginning of the first sentence thereof, with the phrase
“During the Reporting Period,”.

     

    h. Section
      5(d) of the Purchase Agreement is hereby amended to insert into the proviso
      “provided,
      however,
      that
      any Subsidiary may declare, set aside or pay dividends on or make any other
      distributions (whether in cash, stock, equity securities or property) in respect
      of any of its Capital Stock that is held solely by the Company or a wholly-owned
      domestic Subsidiary” in subsection (i) thereof, the phrase “that is not an
      Included Subsidiary” immediately following the first reference to the term
“Subsidiary” and immediately prior to the word “may.”

     

    i. Section
      5(f) of the Purchase Agreement is hereby amended to insert into the proviso
      “provided,
      however,
      that
      any Subsidiary may prepay any Indebtedness to the Company or a wholly-owned
      domestic Subsidiary (other than the Excluded Subsidiaries) of the Company” at
      the end of Section 5(f) of the Purchase Agreement, the phrase “that is not an
      Included Subsidiary” immediately following the first reference to the term
“Subsidiary” and immediately prior to the word “may.”

     

    j. Section
      5(g) of the Purchase Agreement is hereby amended to insert the parenthetical
      “(excluding the Included Subsidiaries)” into subsection (iii) thereof
      immediately following the term “Subsidiaries” and immediately prior to the word
“that.”

     

    k. Section
      5(i) of the Purchase Agreement is hereby amended and restated to read in its
      entirety as follows:

     

    “Sale
      of Collateral.
      During
      the Reporting Period, neither the Company nor any of the Subsidiaries shall
      sell, transfer, assign or dispose of any Collateral, Pledged Collateral or
      Account Collateral, except pursuant to the Pledge and Security Agreement, the
      Blocked Account Agreement or any of the other Security Documents.”

     

    l. Section
      5(l) of the Purchase Agreement is hereby amended to insert the following proviso
      immediately prior to the period at the end of subsection (ii) thereof, such
      proviso to read in its entirety as follows:

     

    “;
      provided,
      however,
      that
      neither the Company nor any Subsidiary may issue, transfer or pledge any capital
      stock or equity interest in any Included Subsidiary to any Person.”

     


    
      
        
        

      

      
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    m. As
      amended hereby, the Purchase Agreement remains in full force and
      effect.

     

    2. Representations
      and Warranties of the Company.
      The
      Company represents and warrants to Buyer that:

     

    a. Authorization;
      Enforcement; Validity.
      Each of
      the Company and the Included Subsidiaries is a duly organized and validly
      existing corporation and has the requisite corporate power and authority to
      enter into and perform its obligations under this Agreement, the Security
      Agreement, the Pledge Agreement, the Trademark Security Agreement, the Copyright
      Security Agreement, the Purchase Agreement (as amended hereby) and the other
      Transaction Documents. The execution and delivery of this Agreement, the
      Security Agreement, the Pledge Agreement, the Trademark Security Agreement
      and
      the Copyright Security Agreement by the Company and the Included Subsidiaries
      (as applicable), and the consummation of the transactions contemplated hereby
      and thereby, by the Purchase Agreement (as amended hereby) and by the other
      Transaction Documents have been duly authorized by the respective boards of
      directors of the Company and the Included Subsidiaries, and no further consent
      or authorization is required by the Company, the Included Subsidiaries or their
      respective boards of directors or shareholders. Each of this Agreement, the
      Security Agreement, the Pledge Agreement, the Trademark Security Agreement
      and
      the Copyright Security Agreement has been duly executed and delivered by the
      Company and each of the Included Subsidiaries, and each of this Agreement,
      the
      Security Agreement, the Pledge Agreement, the Trademark Security Agreement,
      the
      Copyright Security Agreement, the Purchase Agreement (as amended hereby) and
      the
      other Transaction Documents constitutes a valid and binding obligation of each
      of the Company (as applicable) and the Included Subsidiaries (as applicable),
      enforceable against each of the Company (as applicable) and the Included
      Subsidiaries (as applicable) in accordance with its terms. Any Account Control
      Agreements entered into by any of the Included Subsidiaries in connection with
      Section 5(a) hereof, upon delivery to the Collateral Agent as required by such
      Section 5(a), shall have been duly executed and delivered by such Included
      Subsidiaries, and each of such Account Control Agreements shall constitute
      the
      valid and binding obligations of such Included Subsidiaries, enforceable against
      such Included Subsidiaries in accordance with its terms.

     

    b. No
      Conflicts.
      The
      execution and delivery of this Agreement, the Security Agreement, the Pledge
      Agreement, the Trademark Security Agreement, the Copyright Security Agreement
      and any Account Control Agreements by each of the Company (as applicable) and
      the Included Subsidiaries (as applicable), the performance by each of the
      Company (as applicable) and the Included Subsidiaries (as applicable) of their
      respective obligations hereunder and thereunder, under the Purchase Agreement
      (as amended hereby) and under the other Transaction Documents, and the
      consummation by each of the Company and the Included Subsidiaries (as
      applicable) of the transactions contemplated hereby, by the Security Agreement,
      by the Pledge Agreement, by the Trademark Security Agreement, by the Copyright
      Security Agreement, by any Account Control Agreements, by the Purchase Agreement
      (as amended hereby) and by the other Transaction Documents will not (i) result
      in a violation of the certificate of incorporation or the bylaws of the Company
      or the organizational documents of any Subsidiary; (ii) conflict with, or
      constitute a breach or default (or an event which, with the giving of notice
      or
      lapse of time or both, constitutes or would constitute a breach or default)
      under, or give to others any right of termination, amendment, acceleration
      or
      cancellation of, or other remedy with respect to, any agreement, indenture
      or
      instrument to which the Company or any of the Subsidiaries is a party; or (iii)
      result in a violation of any law, rule, regulation, order, judgment or decree
      (including federal and state securities laws and regulations) applicable to
      the
      Company or any of the Subsidiaries or by which any property or asset of the
      Company or any of the Subsidiaries is bound or affected. Neither the Company
      nor
      any of the Subsidiaries is required to obtain any consent, authorization or
      order of or make any filing or registration with, any court or governmental
      agency or any regulatory or self-regulatory agency in order for it to execute,
      deliver or perform any of its obligations under, or contemplated by, this
      Agreement, the Security Agreement, the Pledge Agreement, the Trademark Security
      Agreement, the Copyright Security Agreement, any Account Control Agreements,
      the
      Purchase Agreement (as amended hereby) or the other Transaction
      Documents.

     


    
      
        
        

      

      
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    c. No
      Violation of Security Documents.
      Neither
      the Company nor any of the Included Subsidiaries has breached or violated any
      of
      the provisions of the Security Documents or taken any action that would impair,
      or otherwise adversely affect, the rights of Buyer or the Collateral Agent
      under
      the Security Documents or otherwise with respect to the Collateral.

     

    d. No
      Event of Default.
      After
      giving effect to this Agreement, no Event of Default or event which, with notice
      or the lapse of time or both, would constitute an Event of Default, exists
      on
      the date hereof.

     

    e. Accounts
      Payable; Cash on Hand.
      As of
      the date hereof, (i) the aggregate outstanding amount of the Accounts Payable
      of
      the Company and its Subsidiaries is more than $10,900,000 but less than
      $11,200,000, (ii)
      the
      aggregate amount of unrestricted and unencumbered cash on hand of the Company
      and its Subsidiaries (net of any payments out from the Company and its
      Subsidiaries in process) is greater than $6,300,000 but less than
      $6,500,000, and
      (iii)
      the aggregate amount of unrestricted and unencumbered cash on hand of Embark
      (net of any payments out from Embark in process) is greater than $2,700,000
      but
      less than $2,900,000.

     

    f. No
      Other Subsidiaries.
      Except
      as set forth on Schedule 3(a) to the Purchase Agreement, the Company does not
      have any Subsidiaries.

     

    g. Equity
      Held by Included Subsidiaries.
      None of
      the Included Subsidiaries beneficially owns or otherwise holds any voting
      securities of, or other equity or similar interests in, any other Person, except
      that Goto College directly owns beneficially and of record all of the voting
      securities of, and equity interests in, each of Embark and Embark
      Online.

     

    h. Accounts
      of the Included Subsidiaries.
      No
      Included Subsidiary, other than Embark, maintains any bank, brokerage or other
      similar accounts (each, an “Account”),
      and
      the only Account maintained by Embark, or in which Embark has any interest,
      is
      that certain account identified on the date hereof on Schedule
      VI
      to the
      Security Agreement (the “Embark
      Account”),
      which
      Embark Account includes all funds of Embark, including all funds received by
      Embark in connection with those certain Service Agreements entered into between
      Embark and certain institutions of higher education and other
      customers.

     


    
      
        
        

      

      
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    3. Representation
      and Warranties of Buyer.
      Buyer
      represents and warrants to the Company that (a) Buyer is a validly existing
      limited partnership and has the requisite limited partnership power and
      authority to enter into and perform its obligations under this Agreement, and
      (b) this Agreement has been duly and validly authorized, executed and delivered
      on behalf of Buyer and is a valid and binding agreement of Buyer, enforceable
      against Buyer in accordance with its terms.

     

    4. Acknowledgment
      of the Company and the Included Subsidiaries. The
      Company and each of the Included Subsidiaries hereby irrevocably and
      unconditionally acknowledge, affirm and covenant to Buyer that:

     

    a. Buyer
      is
      not in default under any of the Transaction Documents and has not otherwise
      breached any obligations to the Company or any of the Subsidiaries;
      and

     

    b. there
      are
      no offsets, counterclaims or defenses to the Liabilities (as defined in the
      Amended and Restated Security Agreement) or Obligations (as defined in the
      Subsidiary Guaranty), including the liabilities and obligations of the Company
      under the Purchase Agreement (as amended hereby) and the other Transaction
      Documents, or to the rights, remedies or powers of Buyer in respect of any
      of
      the Liabilities or Obligations or any of the Transaction Documents, and the
      Company and each of the Included Subsidiaries agree not to interpose (and each
      does hereby waive and release) any such defense, set-off or counterclaim in
      any
      action brought by Buyer with respect thereto.

     

    5. Covenants.
      

     

    a. New
      Accounts.
      During
      the Reporting Period, none of the Included Subsidiaries shall open, maintain
      or
      hold any funds or securities in any Account unless, contemporaneously with
      the
      opening of such Account, such Included Subsidiary has delivered to the
      Collateral Agent an Account Control Agreement (as defined in the Security
      Agreement) with respect to such Account, duly executed by such Included
      Subsidiary and the applicable bank, brokerage firm or other financial
      institution.

     

    b. Disclosure.
      Prior
      to 3:00 p.m., New York City time, on the second Business Day following the
      date
      hereof, the Company shall file a current report on Form 8-K (the “Amendment
      Form 8-K”)
      with
      the SEC, describing the terms of this Agreement, in the form required by the
      1934 Act, and attaching as exhibits thereto each of this Agreement, the Security
      Agreement, the Pledge Agreement, the Trademark Security Agreement and the
      Copyright Security Agreement.

     

    c. Termination
      of Liens.
      The
      Company shall use its best efforts to file all agreements, instruments and
      other
      documents to terminate all Liens (other than the Liens in favor of the
      Collateral Agent) filed against the Trademarks owned by Embark with the United
      States Patent and Trademark Office as soon as reasonably practicable but in
      any
      event no later than December 31, 2008 and shall deliver, or cause to be
      delivered, to Collateral Agent applicable agreements, instruments and other
      documents in form and substance reasonably satisfactory to Collateral Agent
      evidencing such termination promptly after the recordation thereof.

     


    
      
        
        

      

      
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    6. Limited
      Waiver.
      The
      parties hereto acknowledge and agree that Section 3(a) of the First Amendment
      shall be null and void and of no force or effect if the aggregate outstanding
      amount of the Accounts Payable (as defined in the First Amendment) exceeds
      $12,000,000 at any time following the date hereof through (and including) the
      Accounts Payable Decrease Date. 

     

    7. Events
      of Default.
      The
      parties hereto hereby acknowledge and agree that, notwithstanding anything
      to
      the contrary contained in the Notes or the other Transaction
      Documents:

     

    a. the
      issuance of any judgment against the Company involving an aggregate liability
      (including interest and legal and other fees and expenses) of not more than
      $1,200,000 in connection with that certain lawsuit filed against the Company
      in
      the U.S. District Court for the Southern District of New York (Civil Action
      No.
      08 CV 9123), whereby BB&T Capital Markets alleges a breach of contract claim
      against the Company, shall not constitute an “Event of Default” under Section
      8(a)(xi) of the Notes, if the issuance of such judgment occurs on or prior
      to
      the Accounts Payable Decrease Date, so long as (i) the Company has diligently
      contested, and not consented to, the issuance of such judgment, (ii) neither
      the
      Company nor any Subsidiary has made any payments in respect of such judgment;
      (iii) no Person has begun to exercise any rights or remedies with respect to
      such judgment through the filing or perfection of such judgment as against
      any
      assets of the Company or any of its Subsidiaries; and (iv) the Company and
      its
      Subsidiaries have not posted, or been ordered to post, a bond in an aggregate
      amount in excess of $1,200,000 in connection therewith.

     

    b. any
      default by either MRU Funding SPV, Inc. or Education Empowerment SPV, LLC
      pursuant to the Warehouse Documents to which such entity is a party, as a result
      of a breach of a financial covenant thereunder, shall not constitute an “Event
      of Default under Section 8(a)(iv) of the Notes, if such default occurs on or
      prior to the Accounts Payable Decrease Date, so long as such default does not
      provide any Person with, or result in any Person having, any rights, remedies
      or
      recourse against the Company or any Subsidiary.

     

    8. Avoidance
      of Doubt.
      The
      parties hereto hereby agree, for the avoidance of doubt, that the term
“Liabilities” and “Obligations” as used in the Transaction Documents shall
      include all liabilities and obligations of the Company under this Agreement,
      under the Security Agreement, under the Pledge Agreement, under the Trademark
      Security Agreement, under the Copyright Security Agreement, under any Account
      Control Agreements, under the Purchase Agreement (as amended hereby) and under
      the other Transaction Documents, and each of the parties hereto agrees not
      to
      take any contrary positions. The parties hereto hereby agree, for the avoidance
      of doubt, each of this Agreement, the Security Agreement, the Pledge Agreement,
      the Trademark Security Agreement, the Copyright Security Agreement and any
      Account Control Agreements constitutes a Transaction Document.

     

    9. Expenses.
      In
      accordance with Section 4(i) of the Purchase Agreement, contemporaneously with
      the execution and delivery of this Agreement, the Company shall reimburse Buyer
      for all of its out-of-pocket fees, costs and expenses, including attorneys’ fees
      and expenses, incurred in connection with the drafting, negotiation and
      execution of this Agreement. The parties hereto acknowledge that such amount
      is
      $55,000.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    10. Reservation
      of Rights.
      The
      parties hereto hereby agree that any breach in any material respect by the
      Company or any of the Included Subsidiaries of any of their respective
      representations, warranties, covenants or other agreements contained herein
      shall constitute an “Event of Default” under each of the Notes. Buyer has not
      hereby waived (a) any breach, default or Event of Default that may be continuing
      under any of the Transaction Documents or (b) any of Buyer’s rights or remedies
      arising from any such breach, default or Event of Default or otherwise available
      under the Transaction Documents or at law. Buyer expressly reserves all such
      rights and remedies.

     

    11. Successors
      and Assigns.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and permitted assigns. The successors
      and
      assigns of such entities shall include their respective receivers, trustees
      or
      debtors-in-possession.

     

    12. Further
      Assurances.
      The
      Company hereby agrees from time to time, as and when requested by Buyer, to
      execute and deliver or cause to be executed and delivered, all such documents,
      instruments and agreements, including secretary’s certificates, and to take or
      cause to be taken such further or other action, as Buyer may reasonably deem
      necessary or desirable in order to carry out the intent and purposes of this
      Agreement, the Security Agreement, the Pledge Agreement, the Trademark Security
      Agreement, the Copyright Security Agreement, any Account Control Agreements,
      the
      Purchase Agreement (as amended hereby) and the other Transaction
      Documents.

     

    13. Rules
      of Construction.
      All
      words in the singular or plural include the singular and plural and pronouns
      stated in either the masculine, the feminine or neuter gender shall include
      the
      masculine, feminine and neuter, and the use of the word “including” in this
      Agreement shall be by way of example rather than limitation. 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. Time is of the essence with respect to the performance by
      the
      Company and each of the Included Subsidiaries of each of their respective
      covenants and agreements herein set forth.

     

    14. Governing
      Law; Jurisdiction; Jury Trial.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdiction) that would
      cause the application of the laws of any jurisdiction other than the State
      of
      New York. Each party hereby irrevocably submits to the 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.
      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.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    15. Counterparts.
      This
      Agreement may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to each other party.
      In
      the event that any signature to this Agreement or any amendment hereto is
      delivered by facsimile transmission or by e-mail delivery of a “.pdf” format
      data file, such signature shall create a valid and binding obligation of the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile or “.pdf” signature page were an original
      thereof. No party hereto shall raise the use of a facsimile machine or e-mail
      delivery of a “.pdf” format data file to deliver a signature to this Agreement
      or any amendment hereto or the fact that such signature was transmitted or
      communicated through the use of a facsimile machine or e-mail delivery of a
      “.pdf” format data file as a defense to the formation or enforceability of a
      contract, and each party hereto forever waives any such defense.

     

    16. Section
      Headings.
      The
      section headings herein are for convenience of reference only, and shall not
      affect in any way the interpretation of any of the provisions
      hereof.

     

    17. Merger.
      This
      Agreement, the Security Agreement, the Pledge Agreement, the Trademark Security
      Agreement, the Copyright Security Agreement, the Purchase Agreement (as amended
      hereby) and the other Transaction Documents entered into on or prior to the
      date
      hereof represent the final agreement of each of the parties hereto with respect
      to the matters contained herein and may not be contradicted by evidence of
      prior
      or contemporaneous agreements, or prior or subsequent oral agreements, among
      any
      of the parties hereto.

     

    18. Reaffirmation.
      Each
      of
      the Company and the Included Subsidiaries as issuer, debtor, grantor, pledgor,
      mortgagor, guarantor or assignor, or in other any other similar capacity in
      which such Person grants Liens or security interests in its property or
      otherwise acts as accommodation party or guarantor, as the case may be, hereby
      (i)
      acknowledges and agrees that it has reviewed this Agreement,
      the
      Security Agreement, the Pledge Agreement, the Trademark Security Agreement
      and
      the Copyright Security Agreement, (ii)
      ratifies
      and reaffirms
      all of its obligations, contingent or otherwise, under each of the Transaction
      Documents, including the Purchase Agreement (as amended hereby), to which it
      is
      a party (after giving effect hereto), and (iii) to the extent such Person
      granted Liens on or security interests in any of its property pursuant to any
      such Transaction Document as security for or otherwise guaranteed the
      Liabilities or Obligations under or with respect to the Transaction Documents,
      ratifies and reaffirms such guarantee and grant of security interests and Liens
      and confirms and agrees that such security interests and Liens hereafter secure
      all of the Liabilities and Obligations as amended hereby. Each of the Company
      and the Included Subsidiaries hereby consents to this Agreement and acknowledges
      that each of
      the
      Transaction Documents, including the Purchase Agreement (as amended
      hereby),
      remains
      in full force and effect and is hereby ratified and reaffirmed.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    [Remainder
      of page intentionally left blank; Signature page follows]

     

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Third Amendment has been duly executed and delivered
      by
      each of the undersigned as of the date first above written.

     

    COMPANY:

    


    MRU
      HOLDINGS, INC.

    


    


    
      	 	
              By:

            	
                  /s/
                Vishal Garg

            


    

    
      	 	
              Name:

            	
              Vishal
                Garg

            


    

    
      	 	
              Title:

            	
              Co-President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    INCLUDED
      SUBSIDIARIES:

    


    EMBARK
      CORP.

    


    


    
      	 	
              By:

            	
              /s/
                Vishal Garg

            


    

    
      	 	
              Name:

            	
              Vishal
                Garg

            


    

    
      	 	
              Title:

            	
              Chief
                Executive Officer

            


    

    


    EMBARK
      ONLINE, INC.

    


    


    
      	 	
              By:

            	
              /s/
                Vishal Garg

            


    

    
      	 	
              Name:

            	
              Vishal
                Garg

            


    

    
      	 	
              Title:

            	
              Chief
                Executive Officer

            


    

    


    GOTO
      COLLEGE HOLDINGS INC.,

     

    


    
      	 	
              By:

            	
              /s/
                Vishal Garg

            


    

    
      	 	
              Name:

            	
              Vishal
                Garg

            


    

    
      	 	
              Title:

            	
              President

            


    

    


    IEMPOWER,
      INC.

    


    


    
      	 	
              By:

            	
              /s/
                Vishal Garg

            


    

    
      	 	
              Name:

            	
              Vishal
                Garg

            


    

    
      	 	
              Title:

            	
              President

            


    

    


    MRU
      ORIGINATORS, INC.

    


    


    
      	 	
              By:

            	
              /s/
                Vishal Garg

            


    

    
      	 	
              Name:

            	
              Vishal
                Garg

            


    

    
      	 	
              Title:

            	
              President

            


    

    


    


    MRU
      UNIVERSAL GUARANTY AGENCY, INC.

    


    


    
      	 	
              By:

            	
              /s/
                Vishal Garg

            


    

    
      	 	
              Name:

            	
              Vishal
                Garg

            


    

    
      	 	
              Title:

            	
              President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BUYER:

    


    LONGVIEW
      MARQUIS MASTER 

    FUND,
      L.P.

    


    By:
      Viking Asset Management, LLC

    Its:
      Investment Advisor

    


    


    
      	 	
              By:

            	
              /s/
                S. Michael Rudolph

            


    

    
      	 	
              Name:

            	
                 S.
                Michael Rudolph

            


    

    
      	 	
              Title:

            	
                Chief
                Financial Officer

            


    

    


    


    COLLATERAL
      AGENT:

    


    VIKING
      ASSET MANAGEMENT, L.L.C.

    


    


    
      	 	
              By:

            	
              /s/
                S. Michael Rudolph

            


    

    
      	 	
              Name:

            	
                  S.
                Michael Rudolph

            


    

    
      	 	
              Title:

            	
                  Chief
                Financial Officer

            


    

    


    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      A

     

    Security
      Agreement

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      B


     

    Pledge
      Agreement

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      C


     

    Trademark
      Security Agreement

     

    


     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      D


     

    Copyright
      Security Agreement