MEDL MOBILE HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 30th, 2011 • Resume in Minutes, Inc. • Services-personal services • Nevada
This Director and Officer Indemnification Agreement, dated as of June ____, 2011 (this “Agreement”), is made by and between MEDL Mobile Holdings, Inc., a Nevada corporation (the “Company”), and _______ (the “Indemnitee”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 30th, 2011 • Resume in Minutes, Inc. • Services-personal services • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of June 24, 2011, is by and among MEDL Mobile Holdings, Inc., a Nevada corporation (the “Parent”), MEDL Mobile, Inc., a California corporation (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 30th, 2011 • Resume in Minutes, Inc. • Services-personal services • California
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of June 2011, by and between MEDL Mobile Holdings, Inc., a Nevada corporation headquartered at 18475 Bandilier Circle, Fountain Valley, CA 92708 and David Swartz, an individual residing at 46 Sea Terrace, Newport Beach, CA 92657 (“Executive”). As used herein, the “Effective Date: of this Agreement shall mean June 24, 2011.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 30th, 2011 • Resume in Minutes, Inc. • Services-personal services • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in MEDL Mobile Holdings, Inc., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of units (“Units”), each Unit consisting of 40,000 shares of the Company’s Common Stock, as more fully described below, at a purchase price of ten thousand dollars ($10,000) per Unit. Each Unit will consist of: (i) 40,000 shares of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (the “Shares” or the “Securities”) Subscribers may subscribe for Units through cancellation of Bridge Notes issued by the Company on or about April 18, 2011 (the “Bridge Notes”) in the aggregate principal amount of $300,000, and may acquire Securities in the Offering by converting the full amount of principal and accrued interest of such Bridge Note into this Offering.
SECURITY AGREEMENTSecurity Agreement • June 30th, 2011 • Resume in Minutes, Inc. • Services-personal services • New York
5% SENIOR SECURED PROMISSORY NOTEResume in Minutes, Inc. • June 30th, 2011 • Services-personal services • New York
FOR VALUE RECEIVED, MEDL Mobile, Inc., a California corporation (the “Maker” or the “Company”), with its primary offices located at 18475 Bandilier Circle, Fountain Valley, CA 92708, promises to pay to the order of _____________ (the “Payee”) or his or its registered assigns (with the Payee, the “Holder”), upon the terms set forth below, the principal sum of ____________________ ($__________) ,plus interest on the unpaid principal sum outstanding at the rate of 5% per annum (this “Note”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSTransfer and Assumption Agreement • June 30th, 2011 • Resume in Minutes, Inc. • Services-personal services • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of June 24, 2011, by MEDL Mobile Holdings, Inc., a Nevada corporation (“Assignor”), and Resume in Minutes Holdings, Inc., a Nevada corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 30th, 2011 • Resume in Minutes, Inc. • Services-personal services • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 24, 2011, is made by and between MEDL Mobile Holdings, Inc., a Nevada corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
COMMERCIAL SUBLEASE AGREEMENTCommercial Sublease Agreement • June 30th, 2011 • Resume in Minutes, Inc. • Services-personal services
Lumetique, Inc. a California corporation dba DayNa Decker (the “Sub landlord”) OF THE FIRST PART - AND - MEDL Mobile, Inc. a California corporation (the “Subtenant”) OF THE SECOND PART
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2011 • Resume in Minutes, Inc. • Services-personal services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 24, 2011 (the “Effective Date”), among MEDL Mobile Holdings, Inc., a Nevada corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
