SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 17th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 13, 2018, between Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTEmmaus Life Sciences, Inc. • September 17th, 2018 • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • September 17th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
This SECURITY AGREEMENT, dated as of August __, 2018 (this “Agreement”), is among Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”), the Subsidiaries of the Company identified on the signature pages hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Senior Secured Debentures due February __, 2020, in the original aggregate principal amount of $_____ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANTEmmaus Life Sciences, Inc. • April 16th, 2018 • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GPB DEBT HOLDINGS II, LLC, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time six (6) months after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the “Company”), up to 240,764 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The initial exercise price is $10.80, which is subject to adjustment as provided below. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price.
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 17th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
SUBSIDIARY GUARANTEE, dated as of August __, 2018 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”) and the Purchasers (the “Purchase Agreement”).
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT emmaus life sciences, inc.Emmaus Life Sciences, Inc. • March 11th, 2019 • Blank checks
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 14, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”), up to ________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • January 5th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 29, 2017 by and among Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”, and together with each of the undersigned direct and indirect Subsidiaries from time to time and any other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto being hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), and GPB Debt Holdings II LLC, a limited liability company, in its capacity as Collateral Agent and Purchaser (together with its successors and assigns, the “Secured Party”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among MYND ANALYTICS, INC., ATHENA MERGER SUBSIDIARY INC., AND EMMAUS LIFE SCIENCES, INC., Dated as of January 4, 2019Agreement and Plan of Merger and Reorganization • January 7th, 2019 • Emmaus Life Sciences, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of January 4, 2019, by and among MYND ANALYTICS, INC., a Delaware corporation (“Parent”), ATHENA MERGER SUBSIDIARY INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.14.
ContractEmmaus Life Sciences, Inc. • August 19th, 2016 • Blank checks • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 6th, 2012 • Emmaus Life Sciences, Inc. • Blank checks • California
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 2nd day of April, 2012 (the “Effective Date”), by and between Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”), and Peter B. Ludlum, an individual (the “Executive”). Company or Executive are sometimes referred to herein as “party” or collectively “parties”.
ContractEmmaus Life Sciences, Inc. • November 14th, 2016 • Blank checks • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 4th, 2011 • Emmaus Holdings, Inc. • Blank checks • Delaware
This Indemnification Agreement, dated as of __________, 20__, is made by and between Emmaus Holdings, Inc., a Delaware corporation (the “Company”) and ________________ (the “Indemnitee”).
COMMON STOCK PURCHASE WARRANT EMMAUS LIFE SCIENCES, INC.Emmaus Life Sciences, Inc. • January 5th, 2018 • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GPB DEBT HOLDINGS II, LLC, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time six (6) months after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the “Company”), up to 240,764 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The initial exercise price is $10.80, which is subject to adjustment as provided below. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 29, 2017 by and among Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
LOAN AGREEMENTLoan Agreement • August 15th, 2011 • Emmaus Holdings, Inc. • Blank checks • Indiana
This Loan Agreement dated June 9, 2011, is between Emmaus Medical, Inc. having an address of 20725 South Western Avenue, Suite 136, Torrance, CA 90501 (“Borrower”) and Equities First Holdings, LLC, a Delaware limited liability company having a place of business at 10 West Market Street, Suite 3050, Indianapolis, IN 46204 (the “Lender”).
PLEDGE AGREEMENT BETWEEN Emmaus Medical, Inc., Pledgor and Equities First Holdings, LLC, as LenderPledge Agreement • August 15th, 2011 • Emmaus Holdings, Inc. • Blank checks • Indiana
This Pledge Agreement is made as of this 9th day of June, 2011, by and between Emmaus Medical, Inc. having an address of 20725 South Western Avenue, Suite 136, Torrance, CA 90501 (hereinafter the “Pledgor”) and Equities First Holdings, LLC, a Delaware limited liability company, with its principal office located at 10 West Market Street, Suite 3050, Indianapolis, IN 46204 (hereinafter the “Lender”).
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENNANT LEASE – GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATIONEmmaus Holdings, Inc. • July 5th, 2011 • Blank checks
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Emmaus Life Sciences, Inc. • January 5th, 2018 • Blank checks • New York
THIS 12.5% SENIOR SECURED CONVERTIBLE NOTE is issued at a 4.0% original issue discount by EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Emmaus Life Sciences, Inc. • April 16th, 2018 • Blank checks • New York
THIS 12.5% SENIOR SECURED CONVERTIBLE NOTE is issued at a 4.0% original issue discount by EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
FORM OF] EMMAUS HOLDINGS, INC. STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (TIME-BASED VESTING)1Non-Qualified Stock Option Agreement • May 4th, 2011 • Emmaus Holdings, Inc. • Blank checks
FORM OF COMMON STOCK PURCHASE WARRANT EMMAUS LIFE SCIENCES, INC.Emmaus Life Sciences, Inc. • September 17th, 2013 • Blank checks • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,__________________(the “Purchaser”) or its registered assigns (the Purchaser or its registered assigns, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”), up to______________shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
GUARANTY OF OBLIGATIONS OF EMMAUS LIFE SCIENCES, INC.Guaranty of Obligations • January 5th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
This GUARANTY, dated as of December 29, 2017 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of GPB Debt Holdings II, LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Purchaser” party to the Purchase Agreement (each as defined below).
AFH Acquisition IV, Inc. 8-KRestricted Stock Agreement • May 4th, 2011 • Emmaus Holdings, Inc. • Blank checks • Delaware
Promissory NoteEmmaus Holdings, Inc. • May 4th, 2011 • Blank checks • California
LOAN AGREEMENT Dated as of April 18, 2016 by and between AGILITY CAPITAL II, LLC as “Agility” or “Lender” andLoan Agreement • August 19th, 2016 • Emmaus Life Sciences, Inc. • Blank checks • California
The information set forth above is subject to the terms and conditions set forth in the balance of this Loan Agreement (this “Agreement “). The parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2011 • Emmaus Holdings, Inc. • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of May 3, 2011, by and among Emmaus Holdings, Inc. Western Avenue, Suite 136, Torrance, CA 90501 (the “Company”), and the stockholders listed on the Schedule A attached hereto (each, a “Stockholder” or “Holder” and collectively, the “Stockholders” or “Holders”). All capitalized terms not defined herein shall have the meanings ascribed to them in that certain Merger Agreement, dated as of April 21, 2011 by and among the Company (formerly “AFH Acquisition IV, Inc.”), AFH Merger Sub, Inc., AFH Holding and Advisory LLC, and Emmaus Medical, Inc. (the “Merger Agreement”).
SHARE CANCELLATION AGREEMENTShare Cancellation Agreement • May 4th, 2011 • Emmaus Holdings, Inc. • Blank checks • Delaware
THIS SHARE CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of this 21st day of April, 2011, by and between AFH Acquisition IV, Inc., a Delaware corporation (“AFH”), and AFh Holding & Advisory, LLC, a Delaware limited liability company (the “Stockholder”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as hereinafter defined).
FORM OF EMMAUS VOTING AGREEMENTForm of Emmaus Voting Agreement • January 7th, 2019 • Emmaus Life Sciences, Inc. • Blank checks • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of January 4, 2019, is by and between MYND ANALYTICS, INC., a Delaware corporation (“Parent”), and each of the undersigned stockholders (each, a “Stockholder,” and, collectively, the “Stockholders”) of EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the “Company”), identified on the signature page hereto.
FORM OF MYND LOCK-UP AGREEMENTLock-Up Agreement • January 7th, 2019 • Emmaus Life Sciences, Inc. • Blank checks • Delaware
This LOCK-UP AGREEMENT (this “Agreement”), dated as of January 4, 2019, is being executed and delivered as of January 4, 2019, by [●] (“Stockholder”) in favor of and for the benefit of MYND ANALYTICS, INC. (“Parent”).
SECURITIES REPURCHASE AGREEMENTSecurities Repurchase Agreement • April 4th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • Delaware
SECURITIES REPURCHASE AGREEMENT (this “Agreement”), entered into on March 29, 2018 by and between Emmaus Life Sciences, Inc. (“Emmaus”) and Sarissa Capital Offshore Master Fund LP (“Sarissa”), with reference to the following facts:
FORM OF MYND VOTING AGREEMENTForm of Mynd Voting Agreement • January 7th, 2019 • Emmaus Life Sciences, Inc. • Blank checks • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of January 4, 2019, is by and between, EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the “Company”), and each of the undersigned stockholders (each, a “Stockholder,” and, collectively, the “Stockholders”) of MYND ANALYTICS, INC., a Delaware corporation (“Parent”), identified on the signature page hereto.
FORM OF] EMMAUS HOLDINGS, INC. STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT (TIME-BASED AND PERFORMANCE-BASED VESTING)1Incentive Stock Option Agreement • May 4th, 2011 • Emmaus Holdings, Inc. • Blank checks
Emmaus Life Sciences, Inc. 10-QEmmaus Life Sciences, Inc. • November 14th, 2011 • Blank checks • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
FORM OF EMMAUS LOCK-UP AGREEMENTLock-Up Agreement • January 7th, 2019 • Emmaus Life Sciences, Inc. • Blank checks • Delaware
This LOCK-UP AGREEMENT (this “Agreement”), dated as of January 4, 2019, is being executed and delivered as of January 4, 2019, by [●] (“Stockholder”) in favor of and for the benefit of MYND ANALYTICS, INC. (“Parent”).
RESCISSION AGREEMENTRescission Agreement • April 21st, 2011 • Afh Acquisition Iv, Inc. • Blank checks • Delaware
RESCISSION AGREEMENT (the “Agreement”) entered into as of the 16th day of February, 2011, by and between AFH Holding & Advisory LLC (“AFH Advisory”), a Delaware limited liability company with an address at 9595 Wilshire Blvd STE 700, Beverly Hills, CA 90212 and Timothy J. Brasel (“Brasel”), an individual with an address at 5770 S Beech Court Greenwood Village, CO 80121.
