FORM OF EMMAUS VOTING AGREEMENTForm of Emmaus Voting Agreement • January 7th, 2019 • MYnd Analytics, Inc. • Services-misc health & allied services, nec • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of January 4, 2019, is by and between MYND ANALYTICS, INC., a Delaware corporation (“Parent”), and each of the undersigned stockholders (each, a “Stockholder,” and, collectively, the “Stockholders”) of EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the “Company”), identified on the signature page hereto.
FORM OF MYND VOTING AGREEMENTForm of Mynd Voting Agreement • January 7th, 2019 • MYnd Analytics, Inc. • Services-misc health & allied services, nec • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of January 4, 2019, is by and between, EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the “Company”), and each of the undersigned stockholders (each, a “Stockholder,” and, collectively, the “Stockholders”) of MYND ANALYTICS, INC., a Delaware corporation (“Parent”), identified on the signature page hereto.
FORM OF EMMAUS LOCK-UP AGREEMENTLock-Up Agreement • January 7th, 2019 • MYnd Analytics, Inc. • Services-misc health & allied services, nec • Delaware
This LOCK-UP AGREEMENT (this “Agreement”), dated as of January 4, 2019, is being executed and delivered as of January 4, 2019, by [●] (“Stockholder”) in favor of and for the benefit of MYND ANALYTICS, INC. (“Parent”).
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • January 7th, 2019 • MYnd Analytics, Inc. • Services-misc health & allied services, nec • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of January 4, 2019, by and between MYND ANALYTICS, INC., a Delaware corporation (“Parent”), and MYND ANALYTICS, INC., a California corporation and a direct wholly owned subsidiary of Parent (“MYnd California”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among MYND ANALYTICS, INC., ATHENA MERGER SUBSIDIARY INC., AND EMMAUS LIFE SCIENCES, INC., Dated as of January 4, 2019Agreement and Plan of Merger and Reorganization • January 7th, 2019 • MYnd Analytics, Inc. • Services-misc health & allied services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of January 4, 2019, by and among MYND ANALYTICS, INC., a Delaware corporation (“Parent”), ATHENA MERGER SUBSIDIARY INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.14.
