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.
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”).
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 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”).
