FAVRILLE, INC. and , As Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated As OfWarrant Agreement • March 11th, 2008 • Favrille Inc • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT is entered into as of , , between FAVRILLE, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2012 • MMRGlobal, Inc. • Services-business services, nec • Delaware
Registration Rights Agreement (the "Agreement"), dated as of April 16, 2012, by and between MMRGLOBAL, INC., a corporation organized under the laws of Delaware, USA (the "Company"), and Granite State Capital, LLC, a Delaware Limited Liability Company (the "Investor").
INDEMNITY AGREEMENTIndemnity Agreement • February 2nd, 2009 • Favrille Inc • Biological products, (no disgnostic substances) • California
THIS INDEMNITY AGREEMENT (this "Agreement") dated as of ___________ , 20___, is made by and between Favrille, Inc., a Delaware corporation (the "Company"), and ("Indemnitee").
FAVRILLE, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF FAVRILLE, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENTDebt Securities Warrant Agreement • June 20th, 2006 • Favrille Inc • Biological products, (no disgnostic substances) • New York
DEBT SECURITIES WARRANT AGREEMENT, dated as of , between FAVRILLE, INC., a Delaware corporation (the “COMPANY”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “WARRANT AGENT”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2006 • Favrille Inc • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 19, 2006, is by and between Favrille, Inc. (the “Company”) and Kingsbridge Capital Limited, an entity organized and existing under the laws of the British Virgin Islands, whose registered address is Palm Grove House, 2nd Floor, Road Town, Tortola, British Virgin Islands (the “Investor”).
COMMON STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITED and FAVRILLE, INC. dated as of December 19, 2006Common Stock Purchase Agreement • December 20th, 2006 • Favrille Inc • Biological products, (no disgnostic substances) • New York
This COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 19th day of December, 2006 by and between Kingsbridge Capital Limited, an entity organized and existing under the laws of the British Virgin Islands, whose registered address is Palm Grove House, 2nd Floor, Road Town, Tortola, British Virgin Islands (the “Investor”) and Favrille, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
FAVRILLE, INC. INDEMNITY AGREEMENTIndemnity Agreement • April 8th, 2004 • Farville Inc • Delaware
THIS INDEMNITY AGREEMENT (this "Agreement") is made and entered into this [ ] day of [ ], 2004 by and between FAVRILLE, INC., a Delaware corporation (the "Company"), and [ ] ("Agent").
EMPLOYMENT AGREEMENT BY AND BETWEEN FAVRILLE, INC. AND RICHARD MURAWSKIEmployment Agreement • January 7th, 2005 • Favrille Inc • Biological products, (no disgnostic substances) • California
This Employment Agreement (the "Agreement") is made and entered into effective as of January 6, 2005 (the "Effective Date") by and between FAVRILLE, INC., a Delaware corporation (the "Company"), and RICHARD MURAWSKI ("Executive"). The Company and Executive are collectively referred to herein as the "Parties," and each is individually referred to herein as a "Party."
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2012 • MMRGlobal, Inc. • Services-business services, nec • California
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 9, 2012 and effective as of January 1, 2012 (the "Effective Date"), is entered into and among MMRGlobal, Inc., a Delaware corporation ("Parent"), MyMedicalRecords, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the "Company") and Robert H. Lorsch (the "Executive").
7,416,520 Units FAVRILLE, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • November 5th, 2007 • Favrille Inc • Biological products, (no disgnostic substances) • New York
COMMON STOCK WARRANTMMR Information Systems, Inc. • August 27th, 2009 • Services-business services, nec • Delaware
THIS CERTIFIES THAT, for value received, ROBERT H. LORSCH ("Holder") is entitled to subscribe for and purchase that number of shares as set forth in Section 1 of the fully paid and nonassessable common stock, par value $0.001 per share (the "Shares" or the "Common Stock"), of MMR INFORMATION SYSTEMS, 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.
FAVRILLE, INC. 2001 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Stock Option Agreement • August 12th, 2005 • Favrille Inc • Biological products, (no disgnostic substances)
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Favrille, Inc. (the “Company”) has granted you an option under its 2001 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Capitalized terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
MMR INFORMATION SYSTEMS, INC. STOCK OPTION AGREEMENTMMR Information Systems, Inc. • August 27th, 2009 • Services-business services, nec • California
You have been granted an option to purchase shares of common stock of the Company ("Common Stock"), subject to the terms and conditions of this Option Agreement (this "Agreement"), as follows:
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PATENT...Patent License Agreement • August 14th, 2014 • MMRGlobal, Inc. • Services-business services, nec • California
This Patent License Agreement (hereinafter, the "Agreement"), is entered into as of July 7, 2014 (the "Effective Date"), by MyMedicalRecords, Inc., a corporation organized and existing under the laws of Delaware, U.S. (hereinafter "Licensor") and Claydata Australia Pty Ltd, a corporation organized and existing under the laws of the Sate of New South Wales (hereinafter "Licensee").
EQUIPMENT PURCHASE AGREEMENT between Eastman Kodak Company and MMR GlobalEquipment Purchase Agreement • August 15th, 2011 • MMRGlobal, Inc. • Services-business services, nec • New York
This Equipment Purchase Agreement ("Agreement") effective as of the 11th day of July, 2011 ("Effective Date") is by and between Eastman Kodak Company, a New Jersey corporation having a principal place of business at 343 State Street, Rochester, New York 14650 ("Kodak") and MMR Global, a Delaware corporation having a principal place of business at 4401 Wilshire Boulevard, 24 Floor, Los Angeles, CA 90010 ("MMR").
MMRPro Value-Added Reseller Agreement+Value-Added Reseller Agreement • November 14th, 2012 • MMRGlobal, Inc. • Services-business services, nec
This MMRPro Value-Added Reseller ("VAR") Agreement ("Agreement"), effective September 27, 2012 ("Effective Date"), is entered into by and between MMRGlobal, Inc. a Delaware corporation with its primary place of business at 4401 Wilshire Blvd., Suite 200, Los Angeles, CA 90010 ("MMRG"), and with VisiInc PLC with its primary place of business at Level 12, 68 St. George's Terrace, Perth, Western Australia, 6000 ("RESELLER") (each a "Party" and collectively, the "Parties").
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2010 • MMR Information Systems, Inc. • Services-business services, nec • California
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of June 15, 2010 (the "Effective Date"), is made by MyMedicalRecords, Inc., a Delaware corporation and MMRGlobal a Delaware Corporation ("the Company") and Richard Teich (the "Executive").
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: FAVRILLE, INC., a Delaware corporation; MONTANA MERGER SUB, INC., a Delaware corporation; and MYMEDICALRECORDS.COM, INC., a Delaware corporationAgreement and Plan of Merger and Reorganization • November 13th, 2008 • Favrille Inc • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of November 8, 2008, by and among: FAVRILLE, INC., a Delaware corporation (“Parent”); MONTANA MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and MYMEDICALRECORDS.COM, INC., a Delaware corporation (the “Company”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
WAIVER AGREEMENTWaiver Agreement • August 27th, 2009 • MMR Information Systems, Inc. • Services-business services, nec • California
This Waiver Agreement (the "Waiver Agreement") is entered into as of August 18, 2009 (the "Effective Date"), by and among The RHL Group, Inc., a California corporation (the "Lender"), MMR Information Systems, Inc., a Delaware corporation ("Parent"), and MyMedicalRecords, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MMR").
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2010 • MMR Information Systems, Inc. • Services-business services, nec • California
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 26, 2010 (the "Effective Date"), is made by and among MMR Information Systems, Inc., a Delaware corporation ("Parent"), MyMedicalRecords, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the "Company"), and Ingrid Safranek (the "Executive").
Shares of Common Stock FAVRILLE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2005 • Favrille Inc • Biological products, (no disgnostic substances) • New York
MASTER SERVICES AGREEMENT*Master Services Agreement • May 28th, 2010 • MMR Information Systems, Inc. • Services-business services, nec • New York
This Master Services Agreement ("Master Agreement") is made and entered into as of this _____ day of __________ 2010 ("Effective Date") between: Chartis International LLC, an entity formed under the laws of the state of Delaware, ("Chartis International"), and such insurance company Affiliates of Chartis as may agree to be bound by this Agreement by executing a Local Agreement (each a "Local ICA") (collectively "Chartis") and MMR Information Systems, Inc., an entity formed under the laws of Delaware ("MMR"). (Each of Chartis International, the Local ICAs, and MMR is also referred to herein as "Party"; collectively, as "Parties.")
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2006 • Favrille Inc • Biological products, (no disgnostic substances)
THIS AMENDMENT (“Amendment”) to the Employment Agreement between FAVRILLE, INC., a Delaware corporation (the “Company”), and ALICE WEI (“Executive”) dated as of January 6, 2005 (the “Agreement”) is entered into effective as of March 16, 2006 (the “Amendment Date”). Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Agreement.
FIRST AMENDED SECURITY AGREEMENTFirst Amended Security Agreement • August 14th, 2012 • MMRGlobal, Inc. • Services-business services, nec • California
This First Amended Security Agreement by and between MMRGlobal, Inc., a Delaware corporation ("Parent") and MyMedicalRecords, Inc., a Delaware corporation, previously known as MyMedicalRecords.com, Inc. ("Subsidiary") (together, "Debtor") is made and entered into this 26th day of June, 2012 (the "EXECUTION DATE"), and is intended to modify, update and amend that certain Security Agreement dated on the 13th day of August, 2007 between MyMedicalRecords.com, Inc., a Delaware corporation ("MMR.COM"), and The RHL Group, Inc., a California Corporation ("Secured Party").
EMPLOYMENT AGREEMENT BY AND BETWEEN FAVRILLE, INC. AND DAVID GUYEmployment Agreement • March 29th, 2006 • Favrille Inc • Biological products, (no disgnostic substances) • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of December 1, 2005 (the “Effective Date”) by and between FAVRILLE, INC., a Delaware corporation (the “Company”), and DAVID GUY (“Executive”). The Company and Executive are collectively referred to herein as the “Parties,” and each is individually referred to herein as a “Party.”
OFFICE LEASE KILROY REALTY PACIFIC CORPORATE CENTER KILROY REALTY, L.P., a Delaware limited partnership, as Landlord, and FAVRILLE, INC., a Delaware corporation, as Tenant,Center Office Lease • April 8th, 2004 • Farville Inc • California
This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership ("Landlord"), and FAVRILLE, INC., a Delaware corporation ("Tenant").
November 23, 2005Favrille Inc • February 2nd, 2009 • Biological products, (no disgnostic substances) • California
This Letter Agreement sets forth the terms under which you agree to act as a marketing and strategic planning advisor for MyMedicalRecords.com ("MMR"), effective on the last date executed below. As such, you will seek actively strategic partnerships and alliances with other entities to market MMR's products and services.
AMENDMENTAmendment • August 12th, 2005 • Favrille Inc • Biological products, (no disgnostic substances)
THIS AMENDMENT is made as of the 16th day of June, 2005, between Oxford Finance Corporation (“Secured Party”) and Favrille, Inc. (“Debtor”) in connection with that certain Master Security Agreement, dated as of July 26, 2004 (“Agreement”). The terms of this Amendment are hereby incorporated into the Agreement as though fully set forth therein. Section references below refer to the section numbers of the Agreement. The Agreement is hereby amended as follows:
UNIS-TongHe MMRIS Medical Technology Service Group (Henan) Co., Ltd Cooperation AgreementCooperation Agreement • March 31st, 2010 • MMR Information Systems, Inc. • Services-business services, nec
_____________ [***]: Certain confidential information contained in this document marked with [***] has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
UNIS-TongHe MMRIS Medical Technology Service Group (Henan) Co., Ltd Cooperation Agreement* Party A: Unis-TongHe Technology (Zhengzhou) Co., Ltd (Hereinafter referred to "Party A")MMR Information Systems, Inc. • May 28th, 2010 • Services-business services, nec
__________________________ * [***]: Certain confidential information contained in this document marked with [***] has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2007 • Favrille Inc • Biological products, (no disgnostic substances) • New York
This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of August 10, 2007, is by and between Favrille, Inc. (the “Company”) and Kingsbridge Capital Limited, an entity organized and existing under the laws of the British Virgin Islands, whose registered address is Palm Grove House, 2nd Floor, Road Town, Tortola, British Virgin Islands (the “Investor”).
FAVRILLE, INC. SECURITIES PURCHASE AGREEMENT MARCH 6, 2006Securities Purchase Agreement • March 10th, 2006 • Favrille Inc • Biological products, (no disgnostic substances) • California
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of March 6, 2006, by and among FAVRILLE, INC., a Delaware corporation (the “Company”) with its principal office at 10421 Pacific Center Court, Suite 150, San Diego, California 92121, and the individuals and entities listed on the Schedule of Purchasers attached hereto as Exhibit A (the “Purchasers”).
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION...Settlement Agreement • August 7th, 2014 • MMRGlobal, Inc. • Services-business services, nec • California
This Settlement Agreement and Mutual Releases (the "Settlement Agreement" or "Agreement"), is made and entered into by and between, on the one hand, MyMedicalRecords, Inc. ("MMR" or "Plaintiff") and, on the other hand, Walgreen Co. (collectively, "Walgreens" or "Defendant"). Throughout this Agreement, MMR and Walgreens shall be collectively referred to as the "Parties" and individually as a "Party." This Agreement shall have an effective date as of the last day signed below ("Effective Date").
FAVRILLE, INC. SALARY DEFERRAL PAYMENT AGREEMENTSalary Deferral Payment Agreement • August 11th, 2008 • Favrille Inc • Biological products, (no disgnostic substances)
WHEREAS, at the May 28, 2008 meeting of the Special Strategic Meeting of the Board of Directors of Favrille, Inc. (the “Company”), due to the Company’s dire financial condition and in consideration of his continued employment and other benefits provided by the Company, John P. Longenecker, the Company’s President and Chief Executive Officer, agreed to immediately and indefinitely forgo receiving any future salary payments until such time as the Company may resume making such salary payments to him without jeopardizing the Company’s ability to continue as a going concern.
Date: January 27, 2009 To: Board of Directors of Favrille, Inc. Cc: Bob Lorsch, Chairman & CEO, MyMedicalRecords.com, Inc. Subject: Resignation and Post-Merger Employment ArrangementFavrille Inc • February 2nd, 2009 • Biological products, (no disgnostic substances)
Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated November 8, 2008 (the "Merger Agreement"), by and among Favrille, Inc., a Delaware corporation ("Favrille"), Montana Merger Sub, Inc., a Delaware corporation, and MyMedicalRecords.com, Inc., a Delaware corporation. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
