ContractWarrant Agreement • August 19th, 2016 • Emmaus Life Sciences, Inc. • 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.
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:
WARRANT TO PURCHASE STOCKWarrant Agreement • August 19th, 2016 • Emmaus Life Sciences, Inc. • Blank checks • Delaware
This Warrant is being issued to Holder in connection with that certain Loan Agreement by and between Agility Capital II, LLC (“Agility”) and the Company dated as of even date herewith and as amended from time to time (the “Loan Agreement”). The initial number of Shares issuable upon exercise of this Warrant as of June 30, 2016 is , with an exercise price per Share equal to the lowest of the FMV (as defined below) on March 31, 2016 or on June 30, 2016 or the lowest Public Sale Price between March 31, 2016 and June 30, 2016. In addition, if the Advances (defined in the Loan Agreement) have remained outstanding for at least thirty days during the ninety day period ending on each of the following dates (a “Measurement Date”), then the number of Shares issuable upon exercise of this Warrant shall automatically increase on such date by the number of shares listed below, with the applicable exercise price for such additional Shares set forth opposite the respective Measurement Dates listed be
MODIFICATION AGREEMENT OF CONVERTIBLE PROMISSORY NOTEModification Agreement of Convertible Promissory Note • August 19th, 2016 • Emmaus Life Sciences, Inc. • Blank checks • California
This Modification Agreement of Convertible Promissory Note (the “Modification”) is made as of May 1, 2016 by and between EMMAUS LIFE SCIENCES, INC., a Delaware corporation, located at 21250 Hawthorne Blvd., Suite 800, Torrance CA 90503 (hereafter “Borrower” or “Company”) and Yutaka Niihara, M.D., an individual (the “Guarantor”), on the one hand, and HISAKO TERASAKI, as Trustee of the PAUL AND HISAKO TERASAKI TRUST dated February 15, 1985, as amended and restated, as a successor in interest to Paul Terasaki (“Lender”), on the other hand.
