Adamis Pharmaceuticals Corporation 8-K


Exhibit
10.2 


 


Execution Version



 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement
(the “Agreement”) is dated as of August 19, 2014 (the “Agreement Date”) and is entered
into by and among Adamis Pharmaceuticals Corporation, a Delaware corporation (the “Company”), and the “Investors”
named in that certain Purchase Agreement dated the date hereof and entered into by and between the Company and each of the Investors
(the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the
Purchase Agreement unless otherwise defined herein.


 


The parties hereby agree as
follows:


 


		1.	Certain Definitions.



 


As used in this Agreement,
the following terms shall have the following meanings:


 


“Investors”
means the Investors identified in the Purchase Agreement and any Affiliate or permitted transferee of any Investor who is a subsequent
holder of any Registrable Securities.


 


“Prospectus”
means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by
all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference
in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.


 


“Register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness
of such Registration Statement or document.


 


“Registrable Securities”
means, collectively, the (i) the Shares, (ii) the Warrant Shares, and (iii) any other securities issued or issuable with respect
to or in exchange for Registrable Securities, whether by merger, charter amendment or otherwise; provided, that, a security shall
cease to be a Registrable Security upon (A) sale to the public pursuant to a Registration Statement or Rule 144 under the 1933
Act, or (B) such security becoming eligible for sale without volume restrictions by the applicable Investor pursuant to Rule 144
(and, with respect to Warrant Shares, giving effect to and assuming a net exercise of the Warrant by the Investor).


 


“Registration Deadline”
means the one hundred twentieth (120th) calendar day following the Closing Date.


 


“Registration Statement”
means any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities
pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference in such Registration Statement.


 




    	 



    	 



    

 


“Required Investors”
means the Investors beneficially owning a majority of the Registrable Securities (without taking into account any limitations on
conversion or exercise).


 


“SEC” or
the “Commission” means the U.S. Securities and Exchange Commission.


 


“Shares”
means the shares of Common Stock that are issued or issuable upon conversion of the shares of the Company’s Series A Convertible
Preferred Stock (“Series A Preferred”) that were issued pursuant to the Purchase Agreement (without taking into
account any limitations on conversion).


 


“Warrants”
means the Common Stock purchase warrants issued to the Investors pursuant to the Purchase Agreement.


 


“Warrant Shares”
means the shares of Common Stock issued or issuable upon exercise of the Warrants (without taking into account any limitations
on conversion).


 


“1934 Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


		2.	Registration.



 


(a)         Registration Statements.


 


(i)         Filing of Registration
Statement. As soon as reasonably practicable following the Agreement Date but no later than sixty (60) days after the Agreement
Date (the “Initial Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement
on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available
to effect a registration for resale of the Registrable Securities), covering the resale of all of the Registrable Securities, and
shall use its best efforts to cause such Registration Statement to be declared effective as promptly as reasonably practicable
thereafter. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as
Exhibit A (or such other plan reasonably requested by the Required Investors). Such Registration Statement also shall cover,
to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number
of additional shares of Common Stock as may become issuable due to an increase in the number of Shares or Warrant Shares resulting
from changes in the conversion rate of the Series A Preferred, or the number of shares issuable upon exercise of the Warrants.
Such Registration Statement may include any shares of Common Stock or other securities for the account of any other holder with
registration rights pursuant to written agreements entered into with the Company before the date of this Agreement (or such shares
may be registered on separate registration statements filed before or after the Registration Statement is filed), but shall not
include any other shares of Common Stock or other securities without the prior written consent of the Required Investors. Except
as contemplated by the preceding sentence or pursuant to registration statements filed and declared effective by the SEC before
the Agreement Date, the Company shall not register additional shares of Common Stock until the Registration Statement is declared
effective or, if earlier, until the Registrable Securities no longer constitute Registrable Securities. The Registration Statement
(and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance
with


 




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Section 3(c) to the Investors and their counsel prior to its filing
or other submission. If a Registration Statement covering the Registrable Securities as provided above is not filed with the SEC
on or prior to the Initial Filing Deadline the Company will make pro rata payments to each Investor, as liquidated damages and
not as a penalty, in an amount equal to one percent (1.0%) of the aggregate purchase price of the Warrants and Series A Preferred
purchased by such Investor pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion thereof following
the Initial Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities, until such
time as the Registrable Securities (giving effect to and assuming a net exercise of the Warrant by the Investor) may be sold without
volume limitations pursuant to Rule 144. Any such payment shall be in addition to any other remedies available to the Investor
at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, the Certificate of Designation, or otherwise.
Such payments shall be made to each Investor in cash no later than three (3) Business Days after the end of each 30-day period.


 


(b)         Expenses. The
Company will pay all expenses associated with effecting the registration of the Registrable Securities, including filing and printing
fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for
sale under applicable state securities laws, listing fees, and reasonable fees and expenses of one counsel to the Investors, but
excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals
with respect to the Registrable Securities being sold.


 


(c)         Effectiveness.


 


(i)         The Company shall use
best efforts to have the Registration Statement declared effective as soon as reasonably practicable after filing, but in no event
later than the Registration Deadline. The Company shall respond promptly to any and all comments made by the staff of the Commission
on the Registration Statement, and shall submit to the Commission, with two (2) Business Days after the Company learns that no
review of the Registration Statement will be made by the staff of the Commission or that the staff of the Commission has no further
comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration
Statement to a time and date not later than two (2) Business Days after the submission of such request. The Company shall notify
the Investors by facsimile or e-mail as promptly as reasonably practicable, and in any event, within twenty-four (24) hours, after
the Registration Statement is declared effective and shall simultaneously provide or make available to the Investors copies of
any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If, subject
to Section 2(d) hereof, (A) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior
to the earlier of (i) five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement
will be made or that the SEC has no further comments on the Registration Statement or (ii) the 60th day after the Initial
Filing Deadline (the 90th day if the SEC reviews the Registration Statement), or (B)
after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement
for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration
Statement), but excluding the inability of any Investor to sell the Registrable Securities covered thereby solely due to market
conditions, then the Company will make pro rata payments to each Investor, as liquidated


 




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damages and not as a penalty, in an amount equal to 1.0% of the
aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which
such Registration Statement should have been effective (the “Blackout Period”), until such time as the Registrable
Securities (giving effect to and assuming a net exercise of the Warrant by the Investor) may be sold without volume limitations
pursuant to Rule 144. Any such payment shall be in addition to any other remedies available to the Investor at law or in equity,
whether pursuant to the terms hereof, the Purchase Agreement, the Certificate of Designation, or otherwise. The amounts payable
as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the last day of each month
following the commencement of the Blackout Period until the termination of the Blackout Period. Such payments shall be made to
each Investor in cash.


 


(ii)        For not more than
sixty (60) days (which need not be consecutive days) in any twelve (12) month period, the Company may suspend the use of any Prospectus
included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that
such suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure
of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement
the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an
“Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement
of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public
information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the Registration Statement
until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.
Notwithstanding the provisions of this Section, if an Allowed Delay is not in connection with the review by the SEC of a Registration
Statement or the financial statements contained therein, such Allowed Delay shall not be for a period exceeding twenty (20) consecutive
days. Although an Allowed Delay would not be a breach of this Agreement, liquidated damages would accrue during such Allowed Delay
pursuant to Section 2(c)(i).


 


(d)         Rule 415; Cutback
If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement
is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any
Investor to be named as an “underwriter,” the Company shall use its reasonable best efforts to persuade the SEC that
the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf
of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter.” The Investors shall
have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s
position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written
submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company’s
best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove
from the Registration Statement such portion of


 




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the Registrable Securities (the “Cut Back Shares”)
and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC
may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”).
Any cut-back imposed on the Investors pursuant to this Section 2(d) shall be allocated among the Investors on a pro rata basis
and shall be applied first to any Warrant Shares covered by such Registration Statement, unless the SEC Restrictions otherwise
require or provide or the Investors otherwise agree. Such required cut-back would not be considered a breach of this Agreement
unless continuing past the 60th day (or the 90th day if the SEC reviews the registration statement) after
such date as the Company is permitted to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions
(such date, the “Restriction Termination Date” of such Cut Back Shares), provided that liquidating damages would
accrue as a result as provided in Section 2(c)(i).


 


3.         Company Obligations.
The Company will use best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof,
and pursuant thereto the Company will, as expeditiously as possible:


 


(a)         use best efforts to cause
such Registration Statement to become effective and to remain continuously effective (other than during an Allowed Delay) for a
period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement
as amended from time to time, have been sold, and (iii) the date on which all Registrable Securities covered by such Registration
Statement may be sold without volume restriction pursuant to Rule 144 (giving effect to and assuming a net exercise of the Warrant
by the Investor) (the “Effectiveness Period”) and advise the Investors in writing when the Effectiveness Period
has expired;


 


(b)         prepare and file with
the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep
the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934
Act with respect to the distribution of all of the Registrable Securities covered thereby;


 


(c)         provide copies to and
permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto no
fewer than two (2) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects,
provided that the Company is notified of such objection, including the substance of such objection, in writing no later than three
Business Days after such counsel has been so furnished copies of such documents;


 


(d)         furnish
or otherwise make available (including via EDGAR) to the Investors and their legal counsel (i) promptly after the same is
prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two (2) Business Days
after the filing date, receipt date or sending date, as the case may be) one (1) copy of any Registration Statement and any
amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter
written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or
the staff of the SEC, in each case relating to such Registration Statement (other than any portion of any thereof which
contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a
Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each
Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor
that are covered by the related Registration Statement;


 






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(e)         use best efforts to (i)
prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal
of any such order at the earliest possible moment and to notify the Investors of the issuance of such order and the resolution
thereof;


 


(f)         use best efforts to register
or qualify (unless an exemption from the registration or qualification exists) or cooperate with the Investors and their counsel
in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or
blue sky laws of such domestic jurisdictions as are reasonably requested by the Investors and do any and all other commercially
reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities
covered by the Registration Statement; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it
would not otherwise be so subject but for this Section 3(f), or (iii) file a general consent to service of process in any such
jurisdiction;


 


(g)         use
best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities
exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;


 


(h)         immediately notify the
Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as
a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and,
subject to Section 2(c)(ii) hereof promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment
of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the
circumstances then existing;


 


(i)         otherwise use best efforts
to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation,
Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to
Rule 424 under the 1933 Act, promptly inform the Investors in writing if, at any time during the Effectiveness Period, the Company
does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investors are required to deliver a Prospectus
in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate
the registration of the Registrable Securities hereunder; and


 




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(j)         with a view to making available to the Investors the benefits
of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors to sell
shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information
available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Registrable
Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B)
such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and
other documents required of the Company under the 1934 Act; and (iii) furnish to each Investor upon request (including via EDGAR),
as long as such Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the
reporting requirements of the 1934 Act, (B) a copy (or a link to a website containing the same) of the Company’s most recent
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order
to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without
registration under Rule 144.


 


4.         Due Diligence Review;
Information. The Company shall make available, during normal business hours, for inspection and review by the Investors, advisors
to and representatives of the Investors (who may or may not be affiliated with the Investors and who are reasonably acceptable
to the Company), all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate
documents and properties of the Company as may be reasonably necessary for the purpose of such review, for the sole purpose of
enabling the Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct
initial and ongoing due diligence with respect to the accuracy of such Registration Statement.


 


 5.         Obligations of the Investors.




 


(a)         Each Investor shall furnish
in writing to the Company such information regarding itself, the Registrable Securities and Company securities held by it and the
intended method of disposition of the Registrable Securities held by it, as shall be required to effect the registration of such
Registrable Securities, to respond to requests by the SEC, FINRA or any state securities commission or as may be required to be
disclosed by applicable securities laws and shall execute such documents in connection with such registration as the Company may
reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the
Company shall notify each Investor of the information the Company requires from such Investor if such Investor elects to have any
of the Registrable Securities included in the Registration Statement.


 


(b)         Each Investor agrees
that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii)
or (ii) the happening of an event pursuant to Section 3(h) hereof, such Investor will use its commercially reasonable efforts to
promptly discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities,
until the Investor is advised by the Company that such dispositions may again be made. The Company may provide appropriate stop
orders to enforce the provisions of this paragraph.


 




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(c)         The Company shall have no obligation to make liquidated damages
payments under this Agreement to any Investor as a result of delays caused by its breach of these obligations.


 


 6.         Indemnification.




 


(a)         Indemnification by
the Company. To the extent permitted by law, the Company will indemnify and hold harmless each Investor and its officers, directors,
members, employees and agents, successors and assigns, and each other person, if any, who controls, or is alleged to control, such
Investor within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which they
may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement or omission or alleged omission of
any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or
supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based
upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the
Registrable Securities under the securities laws thereof (any such application, document or information herein called a “Blue
Sky Application”); (iii) the omission or alleged omission to state in a Blue Sky Application a material fact required
to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents
of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to action or inaction
required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities
included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed
in writing that the Company will undertake such registration or qualification on an Investor’s behalf pursuant to an Investor’s
affirmative request under Section 3(f) hereof and will reimburse such Investor, and each such officer, director or member and each
such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any
such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Investor or
any such controlling person relating to such Investor in writing specifically for use in such Registration Statement or Prospectus.


 


(b)         Indemnification
by the Investors. Each Investor who is named in such Registration Statement as a selling stockholder agrees, severally
but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors,
officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any
losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) any untrue statement
of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or
preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the
extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by
such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or
supplement thereto and (ii) the sale of Registrable Securities in violation of Section 5(c) hereof; provided, however, that
the foregoing indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if
such settlement is effected without the consent of such Investor. In no event shall the liability of an Investor be greater
in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Registrable Securities
included in the Registration Statement giving rise to such indemnification obligation.


 






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(c)         Conduct of Indemnification
Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any
claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim
with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder
shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b)
the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such
person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest may
exist between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying
party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further,
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the
defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding
in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified
parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect of such claim or litigation.


 


(d)         Contribution.
If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party
or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant
equitable considerations. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates
to information provided by the Company or by a holder of Registrable Securities. No person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person not guilty of such fraudulent
misrepresentation. In no event shall the contribution obligation of a holder of Registrable Securities together with any indemnification
obligations under Section 6(b) above be greater in amount than the dollar amount of the net received by it upon the sale of the
Registrable Securities giving rise to such contribution obligation.


 




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(e)         The obligations of the Company and each Investor under this
Section 6 shall survive the conversion of the Series A Preferred Stock and exercise of the Warrants in full, the completion of
any offering or sale of Registrable Securities pursuant to a Registration Statement under this Agreement, or otherwise.


 


 7.         Miscellaneous.




 


(a)         Amendments and Waivers.
This Agreement may be amended only by a writing signed by the Company and the Required Investors. The Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act, of the Required Investors.


 


(b)         Notices. All notices
and other communications provided for or permitted hereunder shall be made as set forth in Section 9.4 of the Purchase Agreement.


 


(c)         Assignments and Transfers
by Investors. The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective
successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights
hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor
provides written notice of assignment to the Company promptly after such assignment is effected.


 


(d)         Assignments and Transfers
by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior
written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation,
share exchange or similar business combination transaction, or a transaction involving the transfer or other disposition of all
or substantially all of the Company’s assets to another corporation or entity, or similar transaction, the Company may assign
its rights and delegate its duties hereunder to any surviving or successor corporation without the prior written consent of the
Required Investors, after notice duly given by the Company to each Investor. In any such transaction in which the Common Stock
is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall,
by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company”
shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities
received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors
after giving effect to such transaction.


 


(e)         Benefits of the Agreement.
The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors
and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason
of this Agreement, except as expressly provided in this Agreement.


 






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(f)         Counterparts;
Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall
be deemed an original.


 


(g)         Titles and Subtitles.
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


 


(h)         Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable
in any respect.


 


(i)         Further Assurances.
The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably
be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.


 


(j)         Entire Agreement.
This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 


(k)         Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties
hereto irrevocably submits to the exclusive jurisdiction of the courts of the federal and state courts located in New York
for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions
contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party
hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the
parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit,
action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF THE PARTIES
HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 




    	11



    	 



    

 


IN WITNESS WHEREOF, the parties
have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.


 


	The Company:	ADAMIS PHARMACEUTICALS CORPORATION
	 	 	 
	 	By:	/s/ Dennis J. Carlo
	 	Name:        Dennis J. Carlo, Ph.D.
	 	Title:          Chief Executive Officer



  


[Investor Signature Page Immediately Follows]


 




    	 



    	 



    

 


Counterpart
Signature Page


 





 


	FOR ENTITY INVESTORS:  	 	FOR INDIVIDUAL INVESTORS:
	 	 	 
	Sio Partners LP


By: Sio GP, LLC, its general partner

	 	Signature:________________________

        Name:___________________________

	 	 	
	By:	/s/ Michael Castor	 	
	Name:

        Title:
	    Michael Castor
  Managing Member	 	 



 


 


	Sio Partners QP LP


By: Sio GP, LLC, its general partner

	 
	 	 
	By:	/s/ Michael Castor	 
	Name:

        Title:
	    Michael Castor
  Managing Member	 





 


 


 


	Sio Partners Offshore, Ltd.




	 
	 	 
	By:	/s/ Michael Castor	 
	Name:

        Title:
	    Michael Castor
  Director	 



 



 


 







    	 



    	 



    

 


Exhibit A


 


Plan of Distribution


 


The selling stockholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests
in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common
stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.


 


The selling stockholders
may use any one or more of the following methods when disposing of shares or interests therein:


 


		–	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		–	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		–	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		–	an exchange distribution in accordance with the rules of the applicable exchange;



 


		–	privately negotiated transactions;



 


		–	short sales effected after the date the registration statement of which this Prospectus is a part
is declared effective by the SEC;



 


		–	through the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;



 


		–	broker-dealers may agree with the selling stockholders to sell a specified number of such shares
at a stipulated price per share;



 


		–	a combination of any such methods of sale; and



 


		–	any other method permitted by applicable law.



 






    	 



    	 



    

 


The selling
stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned
by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and
sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the 1933 Act amending the list of selling stockholders to include the
pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders
also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of this prospectus.


 


In connection with the
sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions
they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out
their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


 


The aggregate proceeds
to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents
from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents.
We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will
receive the exercise price of the warrants.


 


The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the 1933 Act, provided
that they meet the criteria and conform to the requirements of that rule.


 


The selling stockholders
and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters”
within the meaning of Section 2(11) of the 1933 Act. Any discounts, commissions, concessions or profit they earn on any resale
of the shares may be underwriting discounts and commissions under the 1933 Act. Selling stockholders who are “underwriters”
within the meaning of Section 2(11) of the 1933 Act will be subject to the prospectus delivery requirements of the 1933 Act.


 


To the extent required,
the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.


 


In order to comply
with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been
registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied
with.


 






    	 



    	 



    

 


We have advised the selling
stockholders that the anti-manipulation rules of Regulation M under the 1934 Act may apply to sales of shares in the market and
to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of
this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose
of satisfying the prospectus delivery requirements of the 1933 Act. The selling stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under
the 1933 Act.


 


We have agreed to indemnify
the selling stockholders against liabilities, including liabilities under the 1933 Act and state securities laws, relating to the
registration of the shares offered by this prospectus.


 


We have agreed with the
selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier
of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration
statement or (2) the date on which all of the shares may be sold without restriction pursuant to Rule 144 of the 1933 Act.


 




    	 



    	 



    

 


Exhibit C


 


Selling Securityholder Notice and Questionnaire


 


The undersigned beneficial
owner of common stock (the “Registrable Securities”) of Adamis Pharmaceuticals Corporation, a Delaware corporation
(the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange
Commission (the “Commission”) a registration statement (the “Registration Statement”) for
the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”),
of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights
Agreement”) of which this document is an exhibit. A copy of the Registration Rights Agreement is available from the Company
upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.


 


Certain legal consequences
arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned holder
(the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement. The undersigned,
by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice
and Questionnaire and the Registration Rights Agreement.


 




    	 



    	 



    

 


The undersigned hereby provides the following
information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


	1.	Name.
	 	 	 	 
	 	(a)	Full Legal Name of Selling Securityholder
	 	 	 	 
	 	 	 
	 	 	 	 
	 	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities listed in Item 3 below are held:
	 	 	 	 
	 	 	 
	 	 	 	 
	 	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):
	 	 	 	 
	 	 	 
	 	 	 	 
	2.	Address for Notices to Selling Securityholder:






	 	 	 	 
	 	 	 	 
	 	 	 	 
	Telephone:	 
	Fax:	 
	Contact Person:	 



 


	3.	Beneficial Ownership of Registrable Securities:
	 	 	 
	 	(a)	Type and Number of Registrable
Securities beneficially owned:
	 	 	 
	 	 	 
	 	 	 



 






    	 



    	 



    

 


	4.	Broker-Dealer Status:
	 	 	 
	 	(a)	Are you
a broker-dealer?
	 	 	 
	 	 	Yes ☐           No ☐
	 	 	 
	 	(b)	If
“yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services
to the Company?
	 	 	 
	 	 	Yes ☐           No ☐
	 	 	 
	 	Note:	If
no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	 	 
	 	(c)	Are you
an affiliate of a broker-dealer?
	 	 	 
	 	 	Yes ☐           No ☐
	 	 	 
	 	(d)	If you
are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business,
and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or
indirectly, with any person to distribute the Registrable Securities?
	 	 	 
	 	 	Yes ☐           No ☐
	 	 	 
	 	Note:	If
no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	 	 
	5.	Beneficial Ownership of Other Securities of the Company Owned by the
              Selling Securityholder.
	 	 
	 	Except as set forth below in this
Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable
pursuant to the Purchase Agreement and listed above in Item 3.
	 	 
	 	(a)	Type
and Amount of other securities beneficially owned by the Selling Securityholder:
	 	 	 
	 	 	 



  






    	 



    	 



    

 


	6.	Relationships with the Company:
	 	 	 
	 	Except as set forth below,
neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of
the equity securities of the undersigned) has held any position or office or has had any other material relationship with the
Company (or its predecessors or affiliates) during the past three years.
	 	 	 
	 	State any exceptions here:
	 	 	 
	 	 	 



  


The undersigned agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein (i) that may occur subsequent
to the date hereof until the effective date of the Registration Statement (other than changes in ownership) and (ii) at any time
while the Registration Statement remains effective if requested by the Company in connection with the filing of a prospectus supplement
or a post-effective amendment. All notices hereunder shall be made in writing at the address set forth below.


 


By signing below, the undersigned
consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information
in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands
that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement
and the related prospectus.


 




    	 



    	 



    

 


IN WITNESS WHEREOF the
undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.


 


	Dated: ________________	Selling Securityholder: ___________________
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE,
AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


[_____________]


_________________


______________


Attention: Chief Financial Officer 


Fax No.: (___) ___-____