in connection herewith and shall not be liable for
the negligence or misconduct of any such agents or attorneys-in-fact selected by
it in good faith. The Collateral Agent may resign and a successor Collateral
Agent may be appointed by the Purchaser. On the acceptance of appointment as the
successor Collateral Agent, that successor Collateral Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Collateral Agent under this Agreement, and the retiring
Collateral Agent shall thereupon be discharged from its duties and obligations
under this Agreement. After any retiring Collateral Agent's resignation, the
provisions hereof shall inure to its benefit as to any actions taken or omitted
to be taken by it under this Agreement while it was the Collateral Agent.
4.12
No Strict Construction.
The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.
4.13
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT,
TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, SUPERSEDES ALL OTHER PRIOR ORAL
OR WRITTEN AGREEMENTS BETWEEN SECURED PARTY, THE DEBTORS, THEIR AFFILIATES AND
PERSONS ACTING ON THEIR BEHALF WITH RESPECT TO THE MATTERS DISCUSSED HEREIN, AND
THIS AGREEMENT, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS AND THE OTHER
INSTRUMENTS REFERENCED HEREIN AND THEREIN, CONTAIN THE ENTIRE UNDERSTANDING OF
THE PARTIES WITH RESPECT TO THE MATTERS COVERED HEREIN AND THEREIN AND, EXCEPT
AS
18
SPECIFICALLY SET FORTH HEREIN OR THEREIN, NEITHER THE SECURED PARTY NOR ANY
DEBTOR MAKES ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT
TO SUCH MATTERS.
AS OF THE DATE OF THIS AGREEMENT, THERE ARE NO UNWRITTEN
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS DISCUSSED HEREIN.
NO
PROVISION OF THIS AGREEMENT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED OTHER THAN
BY AN INSTRUMENT IN WRITING SIGNED BY THE DEBTORS AND THE SECURED PARTY.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
19
IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be
duly executed and delivered as of the day and year first above written.
DEBTORS:
EMMAUS LIFE SCIENCES, INC., a Delaware corporation
By:
Name: Yutaka Niihara, MD, MPH
Title: Chief Executive Officer
EMMAUS MEDICAL, INC.,
a Delaware corporation
By:
Name:
Title:
Address:
EMMAUS MEDICAL JAPAN, INC.,
a Japanese corporation
By:
Name:
Title:
Address:
EMMAUS MEDICAL EUROPE LTD.,
a U.K. corporation
By:
Name:
Title:
Address:
NEWFIELD NUTRITION CORPORATION,
a Delaware corporation
By:
Name:
Title:
Address:
SECURED PARTY:
GPB DEBT HOLDINGS II, LLC
By:
Name: David Gentile
Title: Manager
Notice Address:
535 West 24th Street, Floor 4
New York, NY 10011
EXHIBIT A
Form of Joinder
Joinder to Security Agreement
The undersigned,
, hereby joins in the execution
of that certain Security Agreement dated as of December 29, 2017 (as amended,
restated, supplemented or otherwise modified from time to time, the "Security
Agreement") by Emmaus Life Sciences, Inc., a Delaware corporation, GPB Debt
Holdings II LLC, a