FORM OF WARRANT]Emmaus Life Sciences, Inc. • April 10th, 2012 • 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 WARRANT]Emmaus Life Sciences, Inc. • April 10th, 2012 • 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.
ContractEmmaus Life Sciences, Inc. • April 10th, 2012 • 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 PROMISSORY NOTE] EMMAUS MEDICAL, INC. Promissory Note (Cash Interest) (Six Months up to Two Years)Emmaus Life Sciences, Inc. • April 10th, 2012 • Blank checks • California
FOR VALUE RECEIVED, Emmaus Medical, Inc., a Delaware corporation, located at 20725 S. Western Ave., Suite 136, Torrance, CA 90501 (“Borrower”) agrees to pay to _________ (“Lender”), the sum of $_ _ U.S. Dollars (“Principal Amount”), together with accrued interest thereon at the rate of eleven percent (11%) per annum, under the following terms and conditions of this Promissory Note (“Note”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 10th, 2012 • Emmaus Life Sciences, Inc. • Blank checks
In connection with the proposed public offering of shares of common stock (the “Offering”) of Emmaus Life Sciences, Inc. (“Company”) pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into between the Company and Aegis Capital Corp., as representative (“Representative”) of the group of underwriters in the Offering (the “Underwriters”), to induce the Underwriters to consummate the transactions contemplated by the Underwriting Agreement, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter to, neither directly nor indirectly, during the “Restricted Period” (as hereinafter defined):
FORM OF PROMISSORY NOTE] EMMAUS MEDICAL, INC. Promissory Note (Cash Interest With Warrant) (Two Years)Emmaus Life Sciences, Inc. • April 10th, 2012 • Blank checks • California
FOR VALUE RECEIVED, Emmaus Medical, Inc., a Delaware corporation, located at 20725 S. Western Ave., Suite 136, Torrance, CA 90501 (“Borrower”) agrees to pay to _________ (“Lender”), the sum of $_ _ U.S. Dollars (“Principal Amount”), together with accrued interest thereon at the rate of eleven percent (11%) per annum, under the following terms and conditions of this Promissory Note (“Note”).
