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SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
MMRGLOBAL, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
55314U108
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(CUSIP Number)
Robert H. Lorsch
Chief Executive Officer
The RHL Group, Inc.
P.O. Box 17034
Beverly Hills, CA 90210
(310) 476-7002
July 30, 2012
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). 1
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)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION State of California, United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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7. SOLE VOTING POWER
0 8. SHARED VOTING POWER
80,238,152 9. SOLE DISPOSITIVE POWER
0 10. SHARED DISPOSITIVE POWER
80,238,152 |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,238,152 (1) |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8% (2) |
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14. |
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TYPE OF REPORTING PERSON
CO |
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(1) |
Consists of (i) 36,454,892 shares of common stock, (ii) warrants to purchase a total of 18,783,260 shares of common stock, and (iii) conversion right under a promissory note which allows the RHL Group to convert up to $500,000 worth of principal at two cents per share, yielding 25,000,000 shares of common stock if the full amount were to be converted. |
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(2) |
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Based on 434,871,365 shares of MMRGlobal, Inc. common stock, par value $0.001 per share, outstanding as of August 8, 2012, plus 43,783,260 shares of MMRGlobal, Inc. common stock issuable upon the exercise of outstanding warrants and conversion rights which are exercisable within 60 days of August 14, 2012. |
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CUSIP No. 55314U108
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1. |
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NAMES OF REPORTING PERSON Robert H. Lorsch |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) |
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3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS*
OO |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
California, United States of America |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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7. SOLE VOTING POWER
20,248,754 8. SHARED VOTING POWER
80,238,152 (1) 9. SOLE DISPOSITIVE POWER
20,248,754 10. SHARED DISPOSITIVE POWER
80,238,152 (1) |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,486,906 (2) |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0% (3) |
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14. |
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TYPE OF REPORTING PERSON
IN |
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1
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(1) |
Reflects securities directly held by The RHL Group, Inc., which is wholly-owned and controlled by Mr. Lorsch. |
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(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 18,783,260 shares of common stock, (iii) a conversion right under a promissory note which allows the RHL Group to convert up to $500,000 worth of principal at two cents per share, yielding 25,000,000 shares of common stock if the full amount were to be converted, and (iv) stock options held by Mr. Lorsch to purchase 14,180,000 shares of common stock. |
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(3) |
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Based on 434,871,365 shares of MMRGlobal, Inc. common stock, par value $0.001 per share, outstanding as of August 8, 2012, plus 55,379,927 shares of MMRGlobal, Inc. common stock issuable upon the exercise of outstanding warrants, options and other convertible rights which are exercisable within 60 days of August 14, 2012. |
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Introduction
This constitutes Amendment No. 4 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 August 6, 2009, the Issuer granted to Mr. Lorsch an option to purchase 9,000,000 shares of Issuer Common Stock at an exercise price of $0.125 per share, the closing price of the Issuer's Common Stock on the date immediately preceding the date of grant, with all shares being vested as of the date of this Amendment No. 2. Mr. Lorsch received the foregoing stock option pursuant to his employment agreement with the Issuer, dated as of January 27, 2009.
On May 12, 2010, the Issuer and The RHL Group entered into a Waiver Agreement, pursuant to which, in consideration of The RHL Group's waiver of MMR's payment default under that certain Fourth Amended and Restated Note (the "Fourth Note"), issued by MMR to The RHL Group on April 29, 2010, the Issuer granted to The RHL Group a warrant to purchase an aggregate of 2,614,684 shares of Issuer Common Stock (the "RHL Warrant"), with an exercise price equal to $0.21 per share, the closing price of the Issuer's Common Stock on the effective date of the Fourth Note.
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.
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.
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.
On May 10, 2011, the Issuer granted RHL Group an option to purchase 2,796,566 shares of Issuer Common Stock at 0.051 per share.
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.
On May 10, 2011, the Issuer granted RHL Group an option to purchase 2,796,566 shares of Issuer Common Stock at 0.051 per share.
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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.
On April 6, 2012, the Issuer granted Mr. Lorsch (i) 470,000 shares of Issuer Common Stock at 0.032 per share, (ii) an option to purchase 1,250,000 shares of Issuer Common Stock at an exercise price of $0.06 per share, with all shares being vested annually over two years, and (iii) a warrant to purchase 470,000 shares of Issuer Common Stock at an exercise price of $0.032 per share.
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.
On June 26, 2012, the Issuer granted The RHL Group an option to purchase 2,852,200 shares of Issuer Common Stock at 0.02 per share.
On June 27, 2012, the Issuer granted The RHL Group Conversion Rights as part of the Seventh Amended and Restated Secured Promissory Note dated July 30, 2012, which provides The RHL Group with the right to convert up to $500,000 of the outstanding and unpaid principal and accrued interest, if any, at the time of conversion at two cents per share. The conversion right is valid until the Promissory Note and any future amendments are paid in full.
On July 31, 2012, the Issuer granted The RHL Group a warrant to purchase 3,055,432 shares of Issuer Common Stock at an exercise price of $0.02 per share in consideration for The RHL Group providing guarantees totaling $763,858 in connection with the renewal of convertible notes dated 9/21/2010, 4/15/2011, 7/19/2011, 7/26/2010, and 12/1/2010. The warrant was fully vested as of 07/31/2012.
Any references to, and/or descriptions of the Stock Option Agreement(s), between the Issuer and Mr. Lorsch, the Lorsch Warrant(s), the RHL Warrant(s) and the RHL Conversion Rights 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. 4 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. 4, which is incorporated herein by this reference.
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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, (ii) warrants to purchase 18,783,260 shares of Issuer Common Stock, and (iii) a conversion right which allows them to purchase up to 25,000,000 shares of Issuer Common Stock through the conversion of up to $500,000 of principal and unpaid interest under the Seventh Amended and Restated Secured Promissory Note dated July 30, 2012 which collectively represents approximately 16.8% of the outstanding shares of Issuer Common Stock, based on 434,871,365 shares of Issuer Common Stock outstanding as of August 8, 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) stock options 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 80,238,152 shares held by The RHL Group. Thus, Mr. Lorsch may be deemed to beneficially own 100,486,906 shares of Issuer Common Stock, or approximately 20% of the outstanding shares, based on 434,871,365 shares of Issuer Common Stock outstanding as of August 8, 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.
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EXHIBIT |
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DESCRIPTION |
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99.1 |
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Warrant dated June 26, 2012 issued by MMRGlobal, Inc. in favor of the RHL Group, Inc. |
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99.2 |
Seventh Amended and Restated Secured Promissory Note, dated July 30, 2012, by and among MMRGlobal, Inc., MyMedicalRecords, Inc., and The RHL Group, Inc. |
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99.3 |
Warrant dated July 31, 2012 issued by MMRGlobal, Inc. in favor of the RHL Group, Inc. |
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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 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
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Dated: |
June 22, 2012 |
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.
1. Warrant Price and Number of Shares. The "Warrant Price" per share shall initially be $0.02, subject to adjustment as provided in Section 7 below. This Warrant shall be initially exercisable for two million eight hundred fifty two thousand two hundred (2,852,200) 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.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 June 22, 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.
(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.
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(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.
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(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.
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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
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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.
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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.
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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.
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MMRGlobal, Inc. |
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4401 Wilshire Blvd., Suite 200 |
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Los Angeles, CA 90010 |
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The RHL Group |
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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 June 22, 2012.
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MMRGLOBAL, INC. |
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CFO |
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The RHL Group |
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NOTICE OF EXERCISE
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MMRGlobal, Inc. |
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4401 Wilshire Blvd., Suite 200 |
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Los Angeles, CA 90010 |
1. The undersigned Warrantholder ("Holder") elects to acquire shares of the Common Stock (the "Common Stock") of MMR Information Systems 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:
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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.¨
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:
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[_______________________________] |
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Exhibit 99.2
[Execution Copy]
SEVENTH AMENDED AND RESTATED SECURED PROMISSORY NOTE
(For Revolving Line of Credit, Advances and Guaranteed Obligations)
(Up to) $4,500,000 |
July 30, 2012 |
Los Angeles, California |
$1,400,445 (current balance under Revolving Line of Credit)
$2,299,445 (total Unpaid Balance)
For Value Received, the undersigned MyMedicalRecords, Inc. (formerly mymedicalrecords.com, Inc.), a Delaware corporation ("Subsidiary") and MMRGlobal, Inc. (formerly MMR Information Systems, Inc., formerly Favrille, Inc.), a Delaware corporation ("Parent") (together, "Borrower"), promises to pay to the order of The RHL Group, Inc., a California corporation ("Lender"), the sum of up to Four Million Five Hundred Thousand Dollars ($4,500,000) on a revolving basis (sometimes referred to as a "Reserve Line of Credit" herein) with interest from the date of disbursement on the Unpaid Balance, as that term is used herein, and defined below, from time to time outstanding. Capitalized terms used herein without definition shall, unless otherwise indicated, have the meanings given to such terms in the Security Agreement dated July 31, 2007, as amended on June 30, 2012 under the First Amended Security Agreement (together, the "Security Agreement"), which grants certain security interests in the Collateral owned by Borrower, as therein defined. Borrower and Lender agree that the terms of this Seventh Amended and Restated Secured Promissory Note ("Seventh Amended Note") apply to the increased Reserve Line of Credit.
This Seventh Amended Note is intended to update and amend that certain Secured Promissory Note (the "Original Note") dated July 30, 2007, as amended by the Amended and Restated Secured Promissory Note (the "First Amended Note"), dated August 23, 2007, and as further amended by the Second Amended and Restated Secured Promissory Note (the "Second Amended Note") dated August 1, 2008, which was modified by the Allonge dated January 27, 2009 (the "Allonge"), which notes were approved by the Borrower's Board of Directors by resolutions dated July 23, 2007, August 30, 2007 and June 2, 2008, respectively, which was further amended by the Third Amended and Restated Secured Promissory Note dated April 29, 2009 (the "Third Amended Note"), which was further amended by the Fourth Amended and Restated Secured Promissory Note dated April 29, 2010(the "Fourth Amended Note"), which was further amended by the Fifth Amended and Restated Secured Promissory Note dated April 29, 2011 (the "Fifth Amended Note") and further amended by the Sixth Amended and Restated Secured promissory Note dated April 29, 2012 (the "Sixth Amended Note"). As stated therein, the Original Note, the First Amended Note, the Second Amended Note, the Third Amended Note, the Fourth Amended Note, the Fifth Amended Note and the Sixth Amended Note provided for increases, if necessary, in the amount of the Reserve Line of Credit, and the terms of the Security Agreement provide for that agreement to apply to advances in excess of the therein stated "Amount". The terms of the Security Agreement shall be deemed to apply to, and a security interest is hereby granted to the Lender, for all advances made, under this Seventh Amended Note to the same extent, validity, security and priority as to advances under the
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Original Note, the First Amended Note, the Second Amended Note, the Third Amended Note, the Fourth Amended Note, the Fifth Amended Note and the Sixth Amended Note, with the exception that this Seventh Amended Note, and the Security Agreement, is deemed to apply to the Parent as well as the Subsidiary.
The original of the First Amended Note, Second Amended Note, Third Amended Note, including the Allonge, Fourth Amended Note, Fifth Amended Note and Sixth Amended Note have been marked as "superseded". If and only if the Seventh Amended Note is deemed unenforceable, or if the Security Agreement is, for any reason, deemed not to apply to the Seventh Amended Note, then the terms of the Sixth Amended Note, (or the Fifth Amended Note or the Fourth Amended Note or the Third Amended Note or the Second Amended Note including the Allonge, or the First Amended Note or the Original Note, and the Guaranty previously signed by the Parent, as the case may be and if necessary) shall be deemed reinstated to the extent necessary to: (a) repay the advances of the Lender, and (b) provide for security to the Lender.
The term "Unpaid Balance" shall mean all of the following: (a) the funds actually lent to the Borrower, or either the Parent or the Subsidiary, including interest, fees, and costs thereon (which includes reasonable legal expenses of Lender in connection with this Seventh Amended Note) ; (b) any funds paid or advanced for the benefit of the Borrower at the request of Borrower to third parties, including charges made on the Lender's credit or charge cards, or credit or charge cards for which Lender is liable (exclusive of interest on such charges) ("Credit Card Advances") on or after July 23, 2007, (c) subject to the last sentence of this paragraph, any amounts guaranteed by the Lender at the request of Borrower, for which the guarantees are still outstanding (including any personal guarantees by Robert H. Lorsch as approved by the Board of Directors), (d) unpaid consulting fees, salary or expenses accrued or owed to Lender. However, any amounts guaranteed by the Lender and unpaid consulting fees shall not be included in the balance under the Revolving Line of Credit, but shall reduce the balance available under the Reserve Line of Credit.
The entire Unpaid Balance shall be due and payable at the end of each calendar month, provided however, that if the Borrower is not otherwise in default under the Original Note, the First Amended Note, the Second Amended Note, the Third Amended Note, the Fourth Amended Note, the Fifth Amended Note, the Sixth Amended, or this Seventh Amended Note or the Security Agreement, as amended from time to time, the Reserve Line of Credit shall continue in existence for the next succeeding month, and payment of the full Unpaid Balance shall be similarly deferred. However, notwithstanding any other provision in this Note: (1) the obligation to pay interest on a monthly basis, and the obligation to pay the Credit Card Advances, if any, shall continue to be due and payable on a monthly basis, and (b) unless otherwise agreed in writing by Lender, the entire unpaid balance shall be due and owing, without extension, April 29, 2013 (the "Final Maturity Date").
The monthly payment shall not include any interest for amounts guaranteed by the Lender unless the Lender has performed on the guarantee, whether by payment or otherwise, except that on the Final Maturity Date the Borrower must pay all amounts due and any amounts due under any still then outstanding guarantees of Lender at the option of Lender.
Upon the occurrence of an Event of Default, as defined in this Note or the Security Agreement, the Final Maturity Date shall be accelerated as against the Parent, the Subsidiary, or both, without further action by the Lender.
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Interest shall accrue at the rate equal to the lesser of 10% per annum or the maximum rate allowed under the California Constitution. Said rate shall continue in effect for the entire period of the Reserve Line of Credit up to the Final Maturity Date. At no time shall the interest rate, and fees, if applicable, exceed the maximum rate chargeable by law.
Borrower acknowledges and agrees that the Unpaid Balance is presently due and owing, that the Unpaid Balance is $2,299,445 as of June 30, 2012, that the amount under the revolving line is $1,400,445 (not including consulting fees and guarantees as per the last sentence under the "Unpaid Balance" paragraph above), and that there are no defenses, at law or in equity, to the amount due under this Note as of the date of the execution of this Note.
All payments on this Note are payable at, and all writings respecting the warrants shall be sent to, Lender's accountant at the following address, with a copy to Borrower: Anderson Financial, 12021 Wilshire Blvd., Suite 866, Los Angeles, California 90025, Attn: Marilyn Anderson, and RHL Group, PO Box 17034, Beverly Hills, CA 90210, or at such other place as the Lender or any other holder hereof shall notify Borrower in writing.
All payments received by the Lender on this Note may be applied by Lender as follows: first, to the payment of all fees and expenses owed under this Note or the Security Agreement ; second, to the payment of accrued and unpaid interest then due and owing; and third, to principal or as otherwise indicated by Lender.
This Note may be prepaid in whole or in part, without penalty. In the event of partial prepayments, the prepayments and proceeds shall be applied as described in the just preceding paragraph.
At any time or times on or after the date hereof (or, to avoid the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, regarding "short swing profits", six months and one day from the date of the holder's last purchase or sale of equity securities of the Company), the Lender shall be entitled to convert up to Five Hundred Thousand Dollars of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of the Parent's Common Stock (the "Common Stock") at the Conversion Rate (as defined below). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock down to the nearest whole share and the difference shall remain outstanding as Unpaid Balance under this Note until paid in accordance herewith. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall deliver to the Company a written notice of conversion (a "Conversion Request"). Such Conversion Amount shall convert (a "Conversion Event") into fully paid and nonassessable shares of Common Stock at the Conversion Rate in the manner specified in below.
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The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to the foregoing paragraph shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (as defined below) (the "Conversion Rate").
As used herein, the term "Conversion Amount" means the sum of (A) the portion of the Principal to be converted with respect to which this determination is being made, which shall not exceed $500,000 in the aggregate, and (B) accrued and unpaid Interest with respect to such Principal, and the term "Conversion Price" shall be equal to $[0.02] per share of Common Stock.
On or before a Conversion Event, the Lender shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction), duly endorsed, at the Company's principal corporate office, and provide in writing the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Company shall, at its expense and as soon as practicable, thereafter issue and deliver, or cause its transfer agent to issue and deliver, to the Lender, or to the nominee or nominees of the Lender, a certificate or certificates for the number of shares of Common Stock to which the Lender shall be entitled. The person or persons entitled to receive the shares of Common Stock issuable upon a Conversion Event shall be treated for all purposes as the record holder or holders of such shares as of the Conversion Date. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Trading Days after receipt of this Note, and at its own expense, issue and deliver to the Lender a new Note representing the outstanding Principal not converted.
Notwithstanding anything else in this Agreement, the entire Unpaid Balance shall be due and owing, without extension on the occurrence of any of the following, unless otherwise agreed by Lender in writing: (a) a change in ownership or control of Borrower in an amount equal to or greater than one-third (1/3) of outstanding voting stock, other than transactions on a publicly traded market in the regular course of trading; (b) a transfer of at least one-third (1/3) of the assets of Borrower; (c) a change in the composition of Borrower's Board of Directors, Officers and/or senior management which is not approved by Lender; (d) Parent or Subsidiary shall first be the subject of a case pending in any United States Bankruptcy Court; (e) Parent or Subsidiary shall suffer the appointment of a receiver appointed in any state or federal court action, or other proceeding; (f) Parent or Subsidiary shall be the subject of any writ of attachment or writ of execution; (g) Parent or Subsidiary shall not be in full compliance with all of its covenants in prior agreements by August 31, 2012; (h) Parent and Subsidiary shall fall out of compliance with its covenants on or after August 31,2012; (i) Borrower shall have less than $200,000 in cash in its bank accounts or such other amount as necessary to maintain operations, whichever is greater, through the subsequent thirty (30) days on and after August 31, 2012; or (j) Subsidiary and Parent shall not timely pay any obligations due respecting payroll and all associated payroll taxes at any time during the term of the Note. Notwithstanding the foregoing sentence, Lender hereby expressly waives, both now and in the future, any Default or Event of Default under this Note and the Security Agreement that arises from or is related to the Closing (as that term is defined in the Agreement and Plan of Merger and Reorganization dated November 8, 2008 by and among Borrower, Parent and a wholly-owned merger subsidiary of Parent (the "Merger Agreement") and the consummation of the transactions described in the Merger Agreement.
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The Security Agreement, as amended from time to time, relating to the Original Note, the Amended Note, the Second Amended Note, the Third Amended Note, The Fourth Amended Note, the Fifth Amended Note, the Sixth Amended Note, and this Seventh Amended Note shall jointly be referred to as the "Loan Documents".
Upon the happening of any failure to make any payment under the Loan Documents, or any other "Event of Default" as defined in the Security Agreement, as amended from time to time, Lender may at its option declare the entire unpaid balance of this Note, together with interest accrued thereon, to be immediately due and payable. Upon receiving notice of Default, Borrower will have 15 calendar days to cure such Event of Default. In the event the Borrower fails to cure the default, the Lender may proceed to exercise any rights or remedies that it may have under any of the Loan Documents or under this Note or such other rights and remedies which, subject to the provisions of this Note and Loan Documents, the Lender may have at law, equity or otherwise. In the event of such acceleration, Borrower may discharge its obligations to the Lender by paying the unpaid balance hereof as of the date of such payment, plus accrued interest and fees, in the manner set forth above.
Upon an Event of Default (as defined in the Security Agreement, as amended from time to time), the interest rate hereunder shall be computed as the higher of: (a) the highest rate then allowed by law, or (b) the rate described herein.
After default, in addition to principal and accrued interest, the Lender shall be entitled to collect all costs of collection, including, but not limited to, reasonable attorneys' fees incurred in connection with any of the lender's reasonable collection efforts, whether or not suit on this Note is filed, and all such costs and expenses shall be payable on demand.
No failure on the part of the Lender or other holder hereof to exercise any right or remedy hereunder, whether before or after the happening of a default, shall constitute a waiver thereof, and no waiver of any past default shall constitute waiver of any future default or of any other default. No failure to accelerate the debt evidenced hereby by reason of default hereunder, or acceptance of a past due installment or indulgence granted from time to time shall be construed to be a waiver of the right to insist upon prompt payment thereafter, or shall be deemed to be a novation of this Note or as a reinstatement of the debt evidenced hereby or a waiver of such right of acceleration or any other right, or be construed so as to preclude the exercise of any right which Lender may have, whether by the laws of the State of California, by agreement or otherwise, and Borrower and each endorser or guarantor hereby expressly waives the benefit of any statute or rule of law or equity which would produce a result contrary to or in conflict with the foregoing. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom such agreement is sought to be enforced.
Borrower and each endorser or guarantor of this Note hereby waives presentment, protest, demand, and diligence, notice of dishonor and notice of nonpayment.
All agreements between Borrower and Lender, whether now existing or hereafter arising, and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to Lender of the holder hereof, or collected by Lender or such holder for the
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use, forbearance or detention of the money to be loaned hereunder or otherwise, or for the payment or performance of any covenant or obligation contained herein, or in any other document pertaining to the indebtedness evidenced hereby, exceed the maximum amount permissible under governing usury laws as applicable in this transaction, If, under any circumstances whatsoever, fulfillment of any provision hereof or of the Loan Documents or any other documents, at the time performance of such provision shall be due, shall involve exceeding the limit of validity prescribed by law for this transaction, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances Lender or other holder hereof shall ever receive an amount deemed interest by applicable law, which would exceed the highest lawful rate allowed for this transaction, such amount that would be excessive interest under governing laws as applicable to this transaction shall be applied to the reduction of the principal amount owing hereunder and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment made by mistake and shall be refunded to Borrower or to any other person making such payment on Borrower's behalf. All sums paid or agreed to be paid to the holder hereto for the use, forbearance or detention of the indebtedness of Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by governing law, and to the extent necessary to preclude exceeding the limit of validity prescribed by law as applicable to this transaction, shall be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of this Note until payment in full of the loan evidenced hereby so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between Borrower, and endorser or guarantor and Lender.
This Note shall be governed by and construed under the laws of the State of California applicable to contracts made and to be performed entirely in that State without regard to the principles thereof regarding conflict of laws. Borrower and each endorser or guarantor hereby submits to personal jurisdiction in said State for the enforcement of Borrower's obligations hereunder, and waives any and all personal rights under the law of the other state to object to jurisdiction within such State for the purposes of litigation to enforce such obligations of Borrower. In the event such litigation is commenced, Borrower agrees that service of process may be made and personal jurisdiction over Borrower obtained, by service of a copy of the summons, complaint and other pleadings required to commence such litigation upon Borrower's appointed agent for service of process in such state with a copy to:
Ingrid Safranek (isafranek@mmrmail.com)
MMRGlobal, Inc.
MyMedicalRecords, Inc.
4401 Wilshire Blvd., Suite 200
Los Angeles, CA 90010
The holder of this note shall be entitled, without limitation, to all of the rights and remedies of the Lender under the Loan Agreements with respect to this Note. In the event of any conflict between the terms and conditions of the Security Agreement and those of this Note, the terms and conditions of this Note shall control. The obligations of Borrower pursuant to this Note are secured by the Security Agreement.
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Borrower represents that it has obtained all of the corporate authority necessary to execute this Note.
IN WITNESS WHEREOF, Borrower has executed this instrument by its duly authorized signatories as of the date first above written.
"Borrower"
MyMedicalRecords, Inc., a Delaware corporation ("Subsidiary")
Name: Ingrid Safranek
Title: CFO
Signature:
Date: July 30, 2012
MMRGlobal, Inc., a Delaware corporation ("Parent")
Name: Ingrid Safranek
Title: CFO
Signature:
Date: July 30, 2012
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Exhibit 99.3
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
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Dated: |
July 31, 2012 |
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.
1. Warrant Price and Number of Shares. The "Warrant Price" per share shall initially be $0.02, subject to adjustment as provided in Section 7 below. This Warrant shall be initially exercisable for three million fifty five thousand four hundred thirty two (3,055,432) 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.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 July 31, 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.
(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)
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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.
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(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. 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:
(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.
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(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.
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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
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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.
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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.
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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.
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MMRGlobal, Inc. |
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4401 Wilshire Blvd., Suite 200 |
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The RHL Group |
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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 July 31, 2012.
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MMRGLOBAL, INC. |
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CFO |
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The RHL Group |
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NOTICE OF EXERCISE
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MMRGlobal, Inc. |
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4401 Wilshire Blvd., Suite 200 |
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Los Angeles, CA 90010 |
1. The undersigned Warrantholder ("Holder") elects to acquire shares of the Common Stock (the "Common Stock") of MMR Information Systems 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:
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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.¨
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:
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