EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2011 • Emmaus Holdings, Inc. • Blank checks • California
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 5th day of April 2011 (the “Effective Date”), by and between Emmaus Medical, Inc., a California corporation (the “Company”), and, Lan T. Tran, MPH, an individual (the “Executive”). Company or Executive are sometimes referred to herein as “party” or collectively “parties”.
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”).
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENNANT LEASE – GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATIONEmmaus Holdings, Inc. • May 4th, 2011 • Blank checks
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
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
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 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
SUBLICENSE AGREEMENTSublicense Agreement • May 4th, 2011 • Emmaus Holdings, Inc. • Blank checks • North Carolina
THIS SUBLICENSE AGREEMENT (“Agreement”) is made as of this 18th day of October, 2007, by and between Cato Holding Company, a North Carolina corporation (“Licensor”) and Emmaus Medical, Inc., a Delaware corporation (“Licensee”) (Licensor and Licensee are sometimes referred to collectively as the “Parties” or individually as a “Party”).
ASSIGNMENT AND TRANSFER AGREEMENTAssignment and Transfer Agreement • May 4th, 2011 • Emmaus Holdings, Inc. • Blank checks • North Carolina
This Assignment and Transfer Agreement (this “Agreement”) is made as of the 1st day of February, 2011 (the “Effective Date”) by and between:
PROMOTIONAL RIGHTS AGREEMENTPromotional Rights Agreement • May 4th, 2011 • Emmaus Holdings, Inc. • Blank checks • Massachusetts
THIS PROMOTIONAL RIGHTS AGREEMENT (“Agreement”) is dated as of the Effective Date by and between Ares Trading S.A., a corporation organized under Swiss law having a place of business at Zone Industrielle de l’Ouriettaz, 1170 Aubonne, Switzerland (“EMD”) and Emmaus Medical, Inc., a corporation organized under the laws of the State of Delaware having its place of business at 20725 S. Western Ave., Suite 136, Torrance, CA 90501-1884 (“Emmaus”).
Joint Research and Development AgreementAgreement • May 4th, 2011 • Emmaus Holdings, Inc. • Blank checks • New York
WHEREAS, EMMAUS has conducted research in the areas of regenerative medicine to develop certain products. From this regenerative medicine research initiative, EMMAUS is interested in assessing the products which have been or will be developed by CELLSEED, either alone or jointly with EMMAUS;
Individual AgreementIndividual Agreement • May 4th, 2011 • Emmaus Holdings, Inc. • Blank checks • New York
WHEREAS, CELLSEED and EMMAUS have executed that certain JOINT RESEARCH AND DEVELOPMENT AGREEMENT dated April 8, 2011 (the “MASTER AGREEMENT”) for research and development of regenerative medicines;
AFH Acquisition IV, Inc. 8-KEmmaus Holdings, Inc. • May 4th, 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.
Promissory Note (2-5 Years)Emmaus Holdings, Inc. • May 4th, 2011 • Blank checks • Tokyo
On this date of January 12, 2009 (“Loan Date”), in return for valuable consideration received, the undersigned borrower Emmaus Medical, Inc., a Delaware corporation, located at 20725 S. Western Ave., Ste. 136, Torrance, CA 90501 (“Borrower”) agrees to pay to Shigeru Matsuda (“Lender”), the sum of 20,000,000 Japanese Yen (“Loan Amount”), together with interest thereon at the rate of six and one-half percent (6.5%) per annum, under the following terms and conditions of this Promissory Note (“Note”).
