April 23, 2012 SC 13DA DOC

0001136261-12-000222.txt : 20120423 0001136261-12-000222.hdr.sgml : 20120423 20120423084506 ACCESSION NUMBER: 0001136261-12-000222 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20120423 DATE AS OF CHANGE: 20120423 GROUP MEMBERS: ROBERT H. LORSCH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MMRGlobal, Inc. CENTRAL INDEX KEY: 0001285701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330892797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81511 FILM NUMBER: 12772037 BUSINESS ADDRESS: STREET 1: 4401 WILSHIRE BLVD. STREET 2: SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 310 476 7002 MAIL ADDRESS: STREET 1: 4401 WILSHIRE BLVD. STREET 2: SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90010 FORMER COMPANY: FORMER CONFORMED NAME: MMR Information Systems, Inc. DATE OF NAME CHANGE: 20090401 FORMER COMPANY: FORMER CONFORMED NAME: FAVRILLE INC DATE OF NAME CHANGE: 20040401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHL Group, Inc. CENTRAL INDEX KEY: 0001452283 IRS NUMBER: 954683734 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2934 1/2 BEVERLY GLEN CIRCLE, SUITE 702 CITY: LOS ANGELES STATE: CA ZIP: 90077 BUSINESS PHONE: (310) 476-7002 MAIL ADDRESS: STREET 1: 2934 1/2 BEVERLY GLEN CIRCLE, SUITE 702 CITY: LOS ANGELES STATE: CA ZIP: 90077 SC 13D/A 1 sch13da.htm SC 13D/A April 23, 2012 SC 13DA DOC Note: PDF provided as a courtesy
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*

MMRGLOBAL, INC.
________________________________________________________
(Name of Issuer)

Common Stock, par value $0.001 per share
________________________________________________________
(Title of Class of Securities)

55314U108
________________________________________________________
(CUSIP Number)

Robert H. Lorsch
Chief Executive Officer
The RHL Group, Inc.
P.O. Box 17034
Beverly Hills, CA 90210
(310) 476-7002
________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 19, 2012
________________________________________________________
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 55314U108

  1.

NAMES OF REPORTING PERSON

The RHL Group, Inc.

  2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  

(b)  

  3.

SEC USE ONLY

  4.

SOURCE OF FUNDS*

OO

  5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨

  6.

CITIZENSHIP OR PLACE OF ORGANIZATION

State of California, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7.    SOLE VOTING POWER

       0

  8.    SHARED VOTING POWER

        49,330,520

  9.    SOLE DISPOSITIVE POWER

        0

10.    SHARED DISPOSITIVE POWER

        49,330,520

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

49,330,520 (1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*



13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (2)

14.

TYPE OF REPORTING PERSON

CO

(1)

Consists of (i) 36,454,892 shares of common stock, and (ii) warrants to purchase an aggregate of 12,875,628 shares of common stock.

(2)

Based on 373,208,132 shares of MMRGlobal, Inc. common stock, par value $0.001 per share, outstanding as of December 31, 2011, plus 12,875,628 shares of MMRGlobal, Inc. common stock issuable upon the exercise of outstanding warrants which are exercisable within 60 days of March 20, 2012.

CUSIP No. 55314U108

  1.

NAMES OF REPORTING PERSON

Robert H. Lorsch

  2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  

(b)  

  3.

SEC USE ONLY

  4.

SOURCE OF FUNDS*

OO

  5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨

  6.

CITIZENSHIP OR PLACE OF ORGANIZATION

California, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7.    SOLE VOTING POWER

        20,248,754

  8.    SHARED VOTING POWER

         49,330,520 (1)

  9.    SOLE DISPOSITIVE POWER

         20,248,754

10.    SHARED DISPOSITIVE POWER

        49,330,520 (1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

69,579,274 (2)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*



13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.3% (3)

14.

TYPE OF REPORTING PERSON

IN

(1)

Reflects securities directly held by The RHL Group, Inc., which is wholly-owned and controlled by Mr. Lorsch.

(2)

Consists of (i) 6,068,754 shares of common stock held directly by Mr. Lorsch and 36,454,892 shares of common stock held directly by The RHL Group, Inc., (ii) warrants held by The RHL Group, Inc. to purchase 12,875,628 shares of common stock, and (iii) stock options held by Mr. Lorsch to purchase 14,180,000 shares of common stock.

(3)

Based on 373,208,132 shares of MMRGlobal, Inc. common stock, par value $0.001 per share, outstanding as of December 31, 2011, plus 27,055,628 shares of MMRGlobal, Inc. common stock issuable upon the exercise of outstanding warrants and options which are exercisable within 60 days of March 14, 2012.

Introduction

This constitutes Amendment No. 3 to the statement on Schedule 13D, filed on behalf of The RHL Group, Inc., a corporation organized under the laws of the State of California ("The RHL Group"), and Robert H. Lorsch (together with The RHL Group, the "Reporting Persons"), dated January 30, 2009 (the "Statement"), relating to the common stock, par value $0.001 per share of MMRGlobal, Inc. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged and capitalized terms used herein but not otherwise defined herein shall have the meaning as set forth in the Statement.

Item 1. Security and Issuer.

Item 1 of the Statement is hereby amended and restated in its entirety with the following:

The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 per share (the "Issuer Common Stock"), of MMRGlobal, Inc., a corporation organized under the laws of the State of Delaware (the "Issuer"). The Issuer was formerly known as Favrille, Inc. The Issuer currently utilizes space at facilities located at 4401 Wilshire Blvd., Suite 200, Beverly Hills, CA.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby supplemented by including the following:

On May 20, 2010, The RHL Group exercised a warrant to purchase 1,600,000 shares of Issuer Common Stock at an exercise price of $0.125 per share. The exercise price was applied towards a reduction in related party payables.

On July 8, 2010, Mr. Lorsch exercised an option to purchase 706,605 shares of the Issuer Common Stock at an exercise price of $0.125 per share. The exercise price was applied towards a reduction in related party payables.

From March 10 to March 25, 2011, Mr. Lorsch exercised an option to purchase a total of 240,000 shares of the Issuer Common Stock at an exercise price of $0.125 per share. The exercise price was applied towards a reduction in related party payables.

On May 24, 2011, the Issuer granted RHL Group an option to purchase 2,796,566 shares of Issuer Common Stock at 0.051 per share. The warrant was issued in connection with the 4^th Amended and Restated Secured Promissory Note.

On May 27, 2011, The RHL Group exercised a warrant to purchase 1,600,000 shares of Issuer Common Stock at an exercise price of $0.125 per share. The exercise price was applied towards a reduction in related party payables.

On November 11, 2011, the Issuer granted RHL Group (i) 125,000 shares of Issuer Common Stock at 0.046 per share, and (ii) an option to purchase 625,000 shares of Issuer Common Stock at an exercise price of $0.046 per share, with all shares being vested immediately in consideration for providing a guarantee to a vendor of up to $250,000 for services rendered to the Issuer.

On April 6, 2012, the Issuer granted Mr. Lorsch (i) 470,000 shares of Issuer Common Stock at 0.032 per share, (ii) a warrant to purchase 470,000 shares of Issuer Common Stock at an exercise price of $0.032 per share vesting immediately, and (iii) an option to purchase 1,250,000 shares of Issuer Common Stock at an exercise price of $0.06 per share, vesting annually over two years. (i) and (ii) were issued in consideration for providing a personal guarantee to Granite State Capital LLC on behalf of the Issuer in connection with an interim bridge loan to replace the Issuer's existing equity line of credit with Dutchess.

On April 19, 2012, the RHL Group exercised a warrant to purchase 1,000,000 shares of Issuer Common Stock at an exercise price of $0.051 per share.

Any references to, and/or descriptions of the Stock Option and/or Warrant Agreements, between the Issuer and Mr. Lorsch, and the Issuer and The RHL Group are not intended to be complete and are qualified in their entirety by reference to the full of text of such documents.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby supplemented by including the following:

This Amendment No. 3 is being filed to report that, since the filing of the Statement, a material change occurred in the percentage of shares of Issuer Common Stock beneficially owned by the Reporting Persons. The material change occurred solely because of the reasons set forth in Item 3 of this Amendment No. 3, which is incorporated herein by this reference.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

The information contained on each of the cover pages of this Statement and the information set forth or incorporated by reference in Items 2, 3, 4 and 6 is hereby incorporated by reference herein.

(a)-(b)

The RHL Group directly owns (i) 36,454,892 shares of Issuer Common Stock, and (ii) warrants to purchase 12,875,628 shares of Issuer Common Stock, which collectively represents approximately 12.7% of the outstanding shares of Issuer Common Stock, based on 373,208,132 shares of Issuer Common Stock outstanding as of March 14, 2012. As described in Item 2, Mr. Lorsch is the Chief Executive Officer of The RHL Group and has a 100% ownership interest in The RHL Group. Therefore, Mr. Lorsch may be deemed to be the beneficial owner of the Issuer Common Stock beneficially held by The RHL Group and The RHL Group shares voting and dispositive power over such shares of Issuer Common Stock with Robert H. Lorsch.

Mr. Lorsch directly owns (i) 6,068,754 shares of Issuer Common Stock, (ii) a stock option to purchase 14,180,000 shares of common stock. As holder of a 100% interest in The RHL Group, Mr. Lorsch shares voting and dispositive power over 49,330,520 shares held by The RHL Group. Thus, Mr. Lorsch may be deemed to beneficially own 69,579,274 shares of Issuer Common Stock, or approximately 17.3% of the outstanding shares, based on 373,208,132 shares of Issuer Common Stock outstanding as of March 14, 2012.

(c) None of the Reporting Persons has effected any transaction in the shares of Issuer Common Stock during the past 60 days, except as disclosed herein.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits.

EXHIBIT

DESCRIPTION

99.1

Warrant dated May 24, 2011 issued by MMRGlobal, Inc. in favor of the RHL Group, Inc.

99.2

Warrant dated November 11, 2011 issued by MMRGlobal, Inc. in favor of the RHL Group, Inc.

99.3

Stock Option Agreement dated April 6, 2012 by and between MMRGlobal, Inc. and Robert H. Lorsch.

99.4

Warrant dated April 6, 2012 issued by MMRGlobal, Inc. in favor of Robert H. Lorsch.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 23, 2012

THE RHL GROUP, INC.

By: /s/ Robert H. Lorsch
Robert H. Lorsch
Chief Executive Officer

ROBERT H. LORSCH

By: /s/ Robert H. Lorsch

EXHIBIT INDEX

EXHIBIT


DESCRIPTION

99.1



Warrant dated May 24, 2011 issued by MMRGlobal, Inc. in favor of the RHL Group, Inc.     PDF as a courtesy

99.2

Warrant dated November 11, 2011 issued by MMRGlobal, Inc. in favor of the RHL Group, Inc.     PDF as a courtesy

99.3

Stock Option Agreement dated April 6, 2012 by and between MMRGlobal, Inc. and Robert H. Lorsch.     PDF as a courtesy

99.4

Warrant dated April 6, 2012 issued by MMRGlobal, Inc. in favor of Robert H. Lorsch.     PDF as a courtesy

EX-99.1 2 exh99-1.htm WARRANT DATED MAY 24, 2011 ISSUED BY MMRGLOBAL, INC. IN FAVOR OF THE RHL GROUP, INC. April 23, 2012 SC 13DA Exhibit 99.1 Exhibit 99.1

COMMON STOCK WARRANT

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION OF THIS WARRANT OR THE SHARES FOR WHICH THIS WARRANT IS EXERCISABLE MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

Dated:

May 24, 2011

THIS CERTIFIES THAT, for value received, The RHL Group ("Holder") is entitled to subscribe for and purchase that number of shares as set forth in Section 1 of the fully paid and nonassessable Common Stock (the "Shares" or the "Common Stock") of MMRGLOBAL, INC., a Delaware corporation (the "Company"), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term "Common Stock" shall mean the Company's presently authorized Common Stock.

This Warrant is being issued pursuant to the terms of 2001 Equity Incentive Plan.

1. Warrant Price and Number of Shares. The "Warrant Price" per share shall initially be $0.051, subject to adjustment as provided in Section 7 below. This Warrant shall be initially exercisable for two million seven hundred ninety six thousand five hundred sixty six (2,796,566) shares of Common Stock (the "Initial Grant").

2. Conditions to Exercise. Such warrants shall be fully vested and be exercisable in cash or in a cashless exercise at any time prior to their fourth anniversary of issuance, and which shall be non-transferrable without the consent of Parent, which consent is not to be unreasonably withheld.

The purchase right represented by the Initial Grant may be exercised at any time, or from time to time, in whole or in part, to the extent vested, during the term commencing on the date of Entry into a definitive service agreement and ending at 5:00 P.M. New York time on May 24, 2016.

3. Method of Exercise; Payment; Issuance of Shares; Issuance of New Warrant.

hereof of any applicable transfer taxes). Such delivery shall be made within 10 days after exercise of the Warrant and at the Company's expense and, unless this Warrant has been fully exercised or expired, a new Warrant having terms and conditions substantially similar to this Warrant and representing the portion of the Shares, if any, with respect to which this Warrant shall not have been exercised, shall also be issued to the Holder hereof within 10 days after exercise of the Warrant.

(b) Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 3(a), Holder may elect to receive shares equal to the value of this Warrant (or of any portion thereof remaining unexercised) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to Holder the number of shares of the Company's Common Stock computed using the following formula:

X = Y (A-B)
A

Where X = the number of shares of Common Stock to be issued to Holder.

Y = the number of shares of Common Stock purchasable under this Warrant (at the date of such calculation).

A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation).

B = Warrant Price per share (as adjusted to the date of such calculation).

(c) Fair Market Value. For purposes of this Section 3, "Fair Market Value" of one share of the Company's Common Stock shall mean:

(i) If the Common Stock is traded Over-The-Counter or on The NASDAQ Stock Market, LLC or on another exchange, the per share Fair Market Value for the Common Stock will be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the closing sales price quoted on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the twenty (20) trading days prior to the date of determination of Fair Market Value; or

(ii) In any other instance, the per share Fair Market Value for the Common Stock shall be as determined in good faith by the Company's Board of Directors.

In the event of 3(c)(ii) above, the Company's Board of Directors shall prepare a certificate, to be signed by an authorized officer of the Company, setting forth in reasonable detail the basis for and method of determination of the per share Fair Market Value of the Common Stock. The Board will also certify to the Holder that this per share Fair Market Value will be applicable to all holders of the Company's Common Stock that require a fair market value determination as of the same date as Holder.

(d) Automatic Exercise. To the extent this Warrant is not previously exercised, it shall be automatically exercised in accordance with Sections 3(b) and 3(c) hereof (even if not surrendered) immediately before its expiration.

(e) No Net Cash Settlement. Notwithstanding any other provision of this Warrant to the contrary, under no circumstances will the Company be required to effect any "net-cash settlement" (within the meaning of the Financial Accounting Standards Board's EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock) of this Warrant.

4. Representations and Warranties of Holder and Restrictions on Transfer Imposed by the Securities Act of 1933.

(a) Representations and Warranties by Holder. The Holder represents and warrants to the Company with respect to this purchase as follows:

(i) The Holder has substantial experience in evaluating and investing in private placement transactions of securities of companies similar to the Company so that the Holder is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its interests. The Holder is an "accredited investor" as that term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Act").

(ii) The Holder is acquiring the Warrant and the Shares of Common Stock issuable upon exercise of the Warrant (collectively the "Securities") for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. The Holder understands that the Securities have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act, which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. In this connection, the Holder understands that, in the view of the Securities and Exchange Commission (the "SEC"), the statutory basis for such exemption may be unavailable if this representation was predicated solely upon a present intention to hold the Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities or for a period of one year or any other fixed period in the future.

(iii) The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Act ("Rule 144") which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions more fully set forth in such rule.

(iv) The Holder further understands that at the time the Holder wishes to sell the Securities there may be no public market upon which such a sale may be effected, and that even if such a public market exists, the Company may not be satisfying the current public information requirements of Rule 144, and that in such event, the Holder may be precluded from selling the Securities under Rule 144.

(v) The Holder has had an opportunity to discuss the business, management and financial affairs of the Company and its wholly-owned subsidiary, MyMedicalRecords, Inc. ("MMR") with the Company and MMR management. The Holder understands that such discussions, as well as the written information issued by the Company and MMR, were intended to describe the aspects of the Company's and MMR's business and prospects which they believe to be material but were not necessarily a thorough or exhaustive description.

(vi) This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company) and any permitted transferee agrees to be bound by all of the terms and conditions of this Warrant. The Company shall not require Holder to provide an opinion of counsel if the transfer is to any other affiliate of Holder. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144.

(b) Legends. Each certificate representing the Securities shall be endorsed with the following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION" LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION, OR (IF REASONABLY REQUIRED BY THE COMPANY) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

The Company need not enter into its stock register a transfer of Securities unless the conditions specified in the foregoing legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legend are satisfied.

(c) Removal of Legend and Transfer Restrictions. The legend relating to the Act endorsed on a certificate pursuant to paragraph 4(b) of this Warrant and the stop transfer instructions with respect to the Securities represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the Holder of the Securities if (i) the Securities are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available or (ii) the Holder provides to the Company an opinion of counsel for the Holder reasonably satisfactory to the Company, or a no-action letter or interpretive opinion of the staff of the SEC reasonably satisfactory to the Company, to the effect that public sale, transfer or assignment of the Securities may be made without registration and without compliance with any restriction such as Rule 144.

5. Assignment. Notwithstanding any other provision of this Warrant, neither the Company nor the Holder may assign this Warrant without the written consent of the other party hereto. It shall be a

condition to any transfer or exercise of this Warrant that at the time of such transfer or exercise, the Holder shall provide the Company with a representation in writing that the Holder or transferee is acquiring this Warrant and the shares of Common Stock to be issued upon exercise, for investment purposes only and not with a view to any sale or distribution, or will provide the Company with a statement of pertinent facts covering any proposed distribution. As a further condition to any transfer of this Warrant or any or all of the shares of Common Stock issuable upon exercise of this Warrant, other than a transfer registered under the Act, the Company must have received a legal opinion, in form and substance satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the registration and prospectus delivery requirements of the Act. Each certificate evidencing the shares issued upon exercise of the Warrant or upon any transfer of the shares (other than a transfer registered under the Act or any subsequent transfer of shares so registered) shall, at the Company's option, contain a legend in form and substance satisfactory to the Company and its counsel, restricting the transfer of the shares to sales or other dispositions exempt from the requirements of the Act. As further condition to any transfer, the Holder shall surrender this Warrant to the Company and the transferee shall receive and accept a Warrant, of like tenor and date, executed by the Company.

6. Stock Fully Paid; Reservation of Shares. All Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable, and free from all taxes, liens, and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will use reasonable efforts to have authorized, and reserved for issuance upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.

7. Certain Adjustments.

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Warrant Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.

(b) Fundamental Transactions. If, at any time while this Warrant is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another individual, limited liability company, partnership, joint venture, corporation, a trust, unincorporated organization, government or any department or agency thereof and any other legal entity (each a "Person"), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock owning more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or affiliated with the Persons making the tender or exchange offer)

tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 7(a) above) (in any such case, a "Fundamental Transaction"), then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of (i) the number of shares of Common Stock then issuable upon exercise of the Initial Grant, plus (ii) provided that the conditions set forth in Section 1(b) are satisfied, the number of additional shares then issuable upon exercise of the First Contingent Grant, plus (iii) provided that the conditions set forth in Section 1(c) are satisfied, the number of additional shares then issuable upon exercise of the Second Contingent Grant (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Warrant Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable on one share of Common Stock in such Fundamental Transaction, and the Company shall apportion such Warrant Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to Holder a new warrant consistent with the foregoing provisions and evidencing Holder's right to purchase the Alternate Consideration for the aggregate Warrant Price upon exercise thereof.

(c) Number of Shares. Simultaneously with any adjustment to the Warrant Price pursuant to paragraph (a) of this Section 7, the number of shares of Common Stock that may be purchased upon exercise of this Warrant shall be adjusted proportionately, so that after such adjustment the aggregate Warrant Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Warrant Price in effect immediately prior to such adjustment.

(d) Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

8. Notice of Adjustments. Whenever any Warrant Price shall be adjusted pursuant to Section 7 hereof, the Company shall prepare a certificate signed by its chief financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Price and number of Shares issuable upon exercise of the Warrant after giving effect to such adjustment, and shall cause copies of such certificate to be mailed (by certified or registered mail, return receipt required, postage prepaid) within thirty (30) days of such adjustment to the Holder of this Warrant as set forth in Section 17 hereof.

9. Transferability of Warrant. This Warrant is transferable on the books of the Company at its principal office by the registered Holder hereof upon surrender of this Warrant properly endorsed, subject to compliance with Section 5 and applicable federal and state securities laws. The Company shall issue and deliver to the transferee a new Warrant representing the Warrant so transferred. Upon any partial transfer, the Company will issue and deliver to Holder a new Warrant with respect to the Warrant not so transferred.

10. No Fractional Shares. No fractional share of Common Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional share the Company shall make a cash payment therefor upon the basis of the Warrant Price then in effect.

11. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder for any United States or state of the United States documentary stamp tax or other incidental expense with respect to the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder.

12. No Stockholder Rights Until Exercise. This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof.

13. Registry of Warrant. The Company shall maintain a registry showing the name and address of the registered Holder of this Warrant. This Warrant may be surrendered for exchange or exercise, in accordance with its terms, at such office or agency of the Company, and the Company and Holder shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

14. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft, or destruction, of indemnity reasonably satisfactory to it, and, if mutilated, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant, having terms and conditions substantially identical to this Warrant, in lieu hereof.

15. Miscellaneous.

(a) Issue Date. The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company on the date hereof.

(b) Successors. This Warrant shall be binding upon any successors or assigns of the Company.

(c) Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California.

(d) Headings. The headings used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.

(e) Saturdays, Sundays, Holidays. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday in the State of California, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.

16. No Impairment. The Company shall not by any action including, without limitation, amending its articles or certificate of incorporation or by-laws, any reorganization, transfer of assets, consolidation, merger, share exchange dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrant or impair the ability of the Holder(s) to realize upon the intended economic value hereof, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate to protect the rights of the Holder(s) hereof against impairment.

17. Addresses. Any notice required or permitted hereunder shall be in writing and shall be mailed by overnight courier, registered or certified mail, return receipt required, and postage pre-paid, or otherwise delivered by hand or by messenger, addressed as set forth below, or at such other address as the Company or the Holder hereof shall have furnished to the other party.

If to the Company:		MMRGlobal, Inc.
		4401 Wilshire Blvd., Suite 200
		Los Angeles, CA 90010
		Attn: CFO

If to the Holder:		The RHL Group 2934 ½ Beverly Glen Circle, Suite 494 Los Angeles, CA 90077

18. Modification and Waiver. The Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the Company and the Holder of the Warrant.

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IN WITNESS WHEREOF, the Company and Holder have each caused this Warrant to be executed by an officer thereunto duly authorized.

Dated as of May 24, 2011.

MMRGlobal, INC.

By:	_________________________

Name:	Ingrid Safranek

Title:	CFO

The RHL Group

By:	_________________________

Name:	_________________________

Title:	_________________________

NOTICE OF EXERCISE

TO:
MMRGlobal, Inc.
4401 Wilshire Blvd., Suite 200
Los Angeles, CA 90010

1. The undersigned Warrantholder ("Holder") elects to acquire shares of the Common Stock (the "Common Stock") of MMRGlobal, Inc. (the "Company"), pursuant to the terms of the Common Stock Warrant dated [________________], 20___ (the "Warrant").

2. The Holder exercises its rights under the Warrant as set forth below:

o The Holder elects to purchase _________ shares of Common Stock as provided in Section 3(a) and 3(c) and tenders herewith a check in the amount of $_______ as payment of the Warrant Price.

o The Holder elects to net issue exercise the Warrant for shares of Common Stock as provided in Section 3(b) and 3(c) of the Warrant.

3. The Holder surrenders the Warrant with this Notice of Exercise.

4. The Holder represents that it is acquiring the aforesaid shares of Common Stock for investment and not with a view to, or for resale in connection with, distribution and that the Holder has no present intention of distributing or reselling the shares unless in compliance with all applicable federal and state securities laws.

5. Please issue a certificate representing the shares of the Common Stock in the name of the Holder or in such other name as is specified below:

	Name:

	Address:

	Taxpayer I.D.:

	[_______________________________]
By:

Name:

Title:

Date:

EX-99.2 3 exh99-2.htm WARRANT DATED NOVEMBER 11, 2011 ISSUED BY MMRGLOBAL, INC. IN FAVOR OF THE RHL GROUP, INC. April 23, 2012 SC 13DA Exhibit 99.2

Exhibit 99.2

COMMON STOCK WARRANT

WARRANT TO PURCHASE SHARES OF COMMON STOCK

Dated:

November 11, 2011

1. Warrant Price and Number of Shares. The "Warrant Price" per share shall initially be $0.046, subject to adjustment as provided in Section 7 below. This Warrant shall be initially exercisable six hundred twenty five thousand (625,000) shares of Common Stock (the "Initial Grant").

2. Conditions to Exercise. Such warrants shall be fully vested and be exercisable in cash or in a cashless exercise at any time prior to their fifth anniversary of issuance, and which shall be non-transferrable without the consent of Parent, which consent is not to be unreasonably withheld.

3. Method of Exercise; Payment; Issuance of Shares; Issuance of New Warrant.

exercise of the Warrant and at the Company's expense and, unless this Warrant has been fully exercised or expired, a new Warrant having terms and conditions substantially similar to this Warrant and representing the portion of the Shares, if any, with respect to which this Warrant shall not have been exercised, shall also be issued to the Holder hereof within 10 days after exercise of the Warrant.

X = Y (A-B)
A

Where X = the number of shares of Common Stock to be issued to Holder.

Y = the number of shares of Common Stock purchasable under this Warrant (at the date of such calculation).

A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation).

B = Warrant Price per share (as adjusted to the date of such calculation).

(c) Fair Market Value. For purposes of this Section 3, "Fair Market Value" of one share of the Company's Common Stock shall mean:

(ii) In any other instance, the per share Fair Market Value for the Common Stock shall be as determined in good faith by the Company's Board of Directors.

4. R epresentations and Warranties of Holder and Restrictions on Transfer Imposed by the Securities Act of 1933.

(a) Representations and Warranties by Holder. The Holder represents and warrants to the Company with respect to this purchase as follows:

The Holder understands that such iscussions, as well as the written information issued by the Company and MMR, were intended to describe the aspects of the Company's and MMR's business and prospects which they believe to be material but were not necessarily a thorough or exhaustive description.

(b) Legends. Each certificate representing the Securities shall be endorsed with the following legend:

purposes only and not with a view to any sale or distribution, or will provide the Company with a statement of pertinent facts covering any proposed distribution. As a further condition to any transfer of this Warrant or any or all of the shares of Common Stock issuable upon exercise of this Warrant, other than a transfer registered under the Act, the Company must have received a legal opinion, in form and substance satisfactory to the Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the registration and prospectus delivery requirements of the Act. Each certificate evidencing the shares issued upon exercise of the Warrant or upon any transfer of the shares (other than a transfer registered under the Act or any subsequent transfer of shares so registered) shall, at the Company's option, contain a legend in form and substance satisfactory to the Company and its counsel, restricting the transfer of the shares to sales or other dispositions exempt from the requirements of the Act. As further condition to any transfer, the Holder shall surrender this Warrant to the Company and the transferee shall receive and accept a Warrant, of like tenor and date, executed by the Company.

7. Certain Adjustments.

securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 7(a) above) (in any such case, a "Fundamental Transaction"), then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of (i) the number of shares of Common Stock then issuable upon exercise of the Initial Grant, plus (ii) provided that the conditions set forth in Section 1(b) are satisfied, the number of additional shares then issuable upon exercise of the First Contingent Grant, plus (iii) provided that the conditions set forth in Section 1(c) are satisfied, the number of additional shares then issuable upon exercise of the Second Contingent Grant (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Warrant Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable on one share of Common Stock in such Fundamental Transaction, and the Company shall apportion such Warrant Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to Holder a new warrant consistent with the foregoing provisions and evidencing Holder's right to purchase the Alternate Consideration for the aggregate Warrant Price upon exercise thereof.

transfer, the Company will issue and deliver to Holder a new Warrant with respect to the Warrant not so transferred.

12. No Stockholder Rights Until Exercise. This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof.

15. Miscellaneous.

(a) Issue Date. The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company on the date hereof.

(b) Successors. This Warrant shall be binding upon any successors or assigns of the Company.

(c) Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California.

(d) Headings. The headings used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.

If to the Company:		MMRGlobal, Inc.
		4401 Wilshire Blvd., Suite 200
		Los Angeles, CA 90010
		Attn: CFO

If to the Holder:		The RHL Group 2934 ½ Beverly Glen Circle, Suite 494 Los Angeles, CA 90077

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company and Holder have each caused this Warrant to be executed by an officer thereunto duly authorized.

Dated as of November 11, 2011.

MMRGlobal, INC.

By:	_________________________

Name:	Ingrid Safranek

Title:	CFO

The RHL Group

By:	_________________________

Name:	_________________________

Title:	_________________________

NOTICE OF EXERCISE

TO:
MMRGlobal, Inc.
4401 Wilshire Blvd., Suite 200
Los Angeles, CA 90010

2. The Holder exercises its rights under the Warrant as set forth below:

o The Holder elects to purchase _________ shares of Common Stock as provided in Section 3(a) and 3(c) and tenders herewith a check in the amount of $_______ as payment of the Warrant Price.

o The Holder elects to net issue exercise the Warrant for shares of Common Stock as provided in Section 3(b) and 3(c) of the Warrant.

3. The Holder surrenders the Warrant with this Notice of Exercise.

5. Please issue a certificate representing the shares of the Common Stock in the name of the Holder or in such other name as is specified below:

	Name:

	Address:

	Taxpayer I.D.:

	[_______________________________]
By:

Name:

Title:

Date:

EX-99.3 4 exh99-3.htm STOCK OPTION AGREEMENT DATED APRIL 6, 2012 BY AND BETWEEN MMRGLOBAL, INC. AND ROBERT H. LORSCH. April 23, 2012 SC 13DA Exhibit 99.3

Exhibit 99.3

MMRGLOBAL, Inc.
Stock Option Grant Notice
(2011 Equity Incentive Plan)

MMRGLOBAL, INC. hereby grants to Optionholder an option to purchase the number of shares of the Company's Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.

Optionholder:
Date of Grant:
Vesting Commencement Date:
Number of Shares Subject to Option:
Exercise Price (Per Share):
Total Exercise Price:
Expiration Date:

Robert H. Lorsch
April 6, 2012
April 6, 2012
1,250,000
$0.06
$75,000.00
April 6, 2022

Type of Grant: X Incentive Stock Option¹ Nonstatutory Stock Option

Exercise Schedule:

Vesting Schedule:	Options vest annually over two years⁽²⁾

Payment:	By one or a combination of the following items (described in the Stock Option Agreement): By cash or check

Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Grant Notice, the Stock Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Grant Notice, the Stock Option Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only:

____________________

(1)	If this is an incentive stock option, it (plus your other outstanding incentive stock options) cannot be first exercisable for more than $100,000 in any calendar year. Any excess over $100,000 is a nonstatutory option.
(2)	provided, however, that should a Change in Control occur (as such term is defined in the Company's 2011 Equity Incentive Plan), then vesting shall immediately accelerate such that all shares shall be immediately exercisable.

Other Agreements:

__________________________________________

MMRGLOBAL, Inc.

Optionholder:

By: ______________________________
Ingrid G. Safranek
Title: Chief Financial Officer

______________________________

Date: ______________________________

Date: ______________________________

Attachments: (I) Stock Option Agreement, (II) 2011 Equity Incentive Plan, and (III) Notice of Exercise.

Attachment I

Stock Option Agreement

MMRGLOBAL, INC.
2011 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)

Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, MMR Information Systems Inc. (the "Company") has granted you an option under its 2011 Equity Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

The details of your option are as follows:

VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.

NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.

METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following:

In the Company's sole discretion at the time your option is exercised and provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery of already-owned shares of Common Stock either that you have held for the period required to avoid a charge to the Company's reported earnings (generally six (6) months) or that you did not acquire, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. "Delivery" for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company's stock.

WHOLE SHARES. You may exercise your option only for whole shares of Common Stock.

SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not

then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

TERM. You may not exercise your option before the commencement of its term or after its term expires. The term of your option commences on the Date of Grant and expires upon the earliest of the following:

three (3) months after the termination of your Continuous Service for any reason other than Cause, Disability or death, provided that if during any part of such three (3) month period you may not exercise your option solely because of the condition set forth in the preceding paragraph relating to "Securities Law Compliance," your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service;

twelve (12) months after the termination of your Continuous Service due to your Disability;

eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates;

immediately upon the termination of your Continuous Service if for Cause;

the Expiration Date indicated in your Grant Notice; or

the day before the tenth (10th) anniversary of the Date of Grant.

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option's exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or your permanent and total disability, as defined in Section 22(e) of the Code. (The definition of disability in Section 22(e) of the Code is different from the definition of the Disability under the Plan). The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates.

EXERCISE.

You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise.

If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option.

TRANSFERABILITY.

If your option is an Incentive Stock Option, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option.

If your option is a Nonstatutory Stock Option, your option is not transferable, except (i) by will or by the laws of descent and distribution, (ii) with the prior written approval of the Company, by instrument to an inter vivos or testamentary trust, in a form accepted by the Company, in which the option is to be passed to beneficiaries upon the death of the trustor (settlor) and (iii) with the prior written approval of the Company, by gift, in a form accepted by the Company, to a permitted transferee under Rule 701 of the Securities Act.

OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

WITHHOLDING OBLIGATIONS.

At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as instructed by the Company (including by means of a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent instructed by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

The Company may, in its sole discretion, and in compliance with any applicable legal conditions or restrictions, withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting). Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.

You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied.

NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control.

Attachment II

2011 Equity Incentive Plan

Attachment III

Notice of Exercise

NOTICE OF EXERCISE

MMRGlobal, Inc.
4401 Wilshire Blvd., Suite 200
Los Angeles, CA 90010 Date of Exercise:

Ladies and Gentlemen:

This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below.

Type of option (check one):	Incentive  Nonstatutory 
Stock option dated:	_________________________________
Number of shares as to which option is exercised:	_________________________________
Certificates to be issued in name of:	_________________________________
Total exercise price:	$ _________________________________
Cash payment delivered herewith:	$ _________________________________
Value of _______ shares of MMRGlobal, Inc. common stock delivered herewith²:	$ _________________________________

By this exercise, I agree to provide such additional documents as you may require pursuant to the terms of the 2011 Equity Incentive Plan, to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option and within one (1) year after such shares of Common Stock are issued upon exercise of this option.

I hereby make the following certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the "Shares"), which are being acquired by me for my own account upon exercise of the Option as set forth above:

I warrant and represent to the Company that I have no present intention of distributing or selling said Shares, except as permitted under the Securities Act and any applicable state securities laws.

____________________

(2)

Shares must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised, must have been owned for the minimum period required in the option, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate.

I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company's Certificate of Incorporation, Bylaws and/or applicable securities laws.

Very truly yours,
_____________________________

EX-99.4 5 exh99-4.htm WARRANT DATED APRIL 6, 2012 ISSUED BY MMRGLOBAL, INC. IN FAVOR OF ROBERT H. LORSCH. April 23, 2012 SC 13DA Exhibit 99.4

Exhibit 99.4

COMMON STOCK WARRANT

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION OF THIS WARRANT OR THE SHARES FOR WHICH THIS WARRANT IS EXERCISABLE MAY　BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE　144 UNDER SAID ACT OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

Dated:

April 6, 2012,

THIS CERTIFIES THAT, for value received, Robert H. Lorsch ("Holder") is entitled to subscribe for and purchase that number of shares as set forth in Section 1 of the fully paid and nonassessable Common Stock (the "Shares" or the "Common Stock") of MMRGLOBAL, INC., a Delaware corporation (the "Company"), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term "Common Stock" shall mean the Company's presently authorized Common Stock.

1. Warrant Price and Number of Shares. The "Warrant Price" per share shall initially be $0.0319 subject to adjustment as provided in Section 7 below. This Warrant shall be initially exercisable for four hundred seventy thousand (470,000) shares of Common Stock (the "Initial Grant").

2. Conditions to Exercise. Subject to other limitations set forth in this Agreement, this warrant vests immediately.

The purchase right represented by the Initial Grant may be exercised at any time, or from time to time, in whole or in part, to the extent vested, during the term commencing on March 21, 2012, and ending at 5:00 P.M. New York time on March 21, 2017.

3. Method of Exercise; Payment; Issuance of Shares; Issuance of New Warrant.

(a) Cash Exercise. Subject to Sections 1 and 2 hereof, the purchase rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part, by the surrender of this Warrant (with a duly executed Notice of Exercise in the form attached hereto) at the principal office of the Company (as set forth in Section 17 below) and by payment to the Company, by check, of an amount equal to the then applicable Warrant Price per share multiplied by the number of shares then being purchased. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of stock so purchased shall be in the name of, and delivered to, the Holder hereof, or as such Holder may direct (subject to the terms of transfer contained herein and upon payment by such Holder hereof of any applicable transfer taxes). Such delivery shall be made within 10 days after exercise of the Warrant and at the Company's expense and, unless this Warrant has been fully exercised or expired, a new Warrant having terms and conditions substantially similar to this Warrant and representing the portion of the Shares, if any, with respect to which this Warrant shall not have been exercised, shall also be issued to the Holder hereof within 10 days after exercise of the Warrant.