SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 17th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 13, 2018, between Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • September 17th, 2018 • Emmaus Life Sciences, Inc. • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (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).
SECURITY AGREEMENTSecurity Agreement • September 17th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
This SECURITY AGREEMENT, dated as of August __, 2018 (this “Agreement”), is among Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”), the Subsidiaries of the Company identified on the signature pages hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Senior Secured Debentures due February __, 2020, in the original aggregate principal amount of $_____ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 17th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
SUBSIDIARY GUARANTEE, dated as of August __, 2018 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”) and the Purchasers (the “Purchase Agreement”).
THIS TRANSACTION FEE AGREEMENT (this “Agreement”) is made as of the 24th day of August 2018.Transaction Fee Agreement • September 17th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
10% SENIOR SECURED DEBENTURE DUE MARCH __, 2020Security Agreement • September 17th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
THIS 10% SENIOR SECURED DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Debentures of Emmaus Life Sciences, Inc., a Delaware corporation (the “Company”), having its principal place of business at 21250 Hawthorne Boulevard, Suite 800, Torrance, California 90503, designated as its 10% Senior Secured Debenture due March __, 2020 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
