FORM OF COMMON STOCK PURCHASE WARRANT EMMAUS LIFE SCIENCES, INC.Emmaus Life Sciences, Inc. • September 17th, 2013 • Blank checks • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,__________________(the “Purchaser”) or its registered assigns (the Purchaser or its registered assigns, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or 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______________shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 17th, 2013 • Emmaus Life Sciences, Inc. • Blank checks • California
AGREEMENTAgreement • September 17th, 2013 • Emmaus Life Sciences, Inc. • Blank checks • Delaware
This Agreement (this “Agreement”) is entered into as of the 11th day of September 2013 by and among Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”), Yutaka Niihara, the President and Chief Executive Officer of the Company (“Niihara”), T.R. Winston & Company, LLC, a Delaware limited liability company (“TRW”), and Sarissa Capital Management L.P. (“Sarissa”). TRW and Sarissa are sometimes referred to herein collectively as the “Designating Parties”, and each as a “Designating Party”.
