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”).
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”).
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”).
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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 29, 2017, between Emmaus Life Sciences, Inc. (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 5th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, modified, supplemented, renewed, restated or replaced from time to time, this “IP Security Agreement”), dated December , 2017 is made by and among Emmaus Life Sciences, Inc., a Delaware corporation and each subsidiary listed on the signature pages hereto (collectively, the “Company”), and GPB Debt Holdings II, LLC, a Delaware limited liability company (the “Purchaser”). All capitalized terms not otherwise defined herein shall have the meanings respectively ascribed thereto in the Security Agreement (as defined below).
