Adamis Pharmaceuticals Corporation 8-K


Exhibit
4.1


 


 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED, UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE
SECURITIES ACT OF 1933, AS AMENDED, OR (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 OR OTHER APPLICABLE EXEMPTION FROM
APPLICABLE SECURITIES LAWS. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL TO THE HOLDER OF THESE SECURITIES, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ISSUER, THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED.


 


COMMON STOCK PURCHASE WARRANT


 


ADAMIS
PHARMACEUTICALS CORPORATION


 


Warrant Shares: [REQUIRES COMPLETION]        Issue Date: August
19, 2014


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, [REQUIRES COMPLETION] 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 “Issue Date”) and on or prior to 11:59 P.M. on the
five (5) year anniversary of the Issue Date or, if such day is not a Trading Day, on the next Trading Day (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Adamis Pharmaceuticals Corporation, a Delaware corporation
(the “Company”), up to [REQUIRES COMPLETION] 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).


 


Section 1.         Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Purchase Agreement (the
“Purchase Agreement”) or, as applicable, that certain Registration Rights Agreement (the “Registration
Rights Agreement”) each dated as of the Issue Date and entered into by and between the Company and the initial Holder.


 






    	 



    	 



    

 


Section 2.         Exercise.


 


a)         Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the
Issue Date and on or before the Termination Date by facsimile delivery to the Company (or such other office or agency of the
Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books
of the Company) of a duly executed notice of exercise (the “Notice of Exercise”) in substantially the form
of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the
Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire
transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section
2(c) below is specified in the applicable Notice of Exercise. In the case of a dispute between the Company and the Holder as
to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation,
the calculation of any adjustment pursuant to Section 3 below), the Company shall issue to the Holder the number of Warrant
Shares that are not disputed within the time periods specified in Section 2(d)(i) below and shall submit the disputed
calculations to a certified public accounting firm of national reputation (other than the Company’s regularly retained
accountants) within three (3) Trading Days following the Company’s receipt of the Holder’s Notice of Exercise.
The Company shall cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable
hereunder and to notify the Company and the Holder of the results in writing no less than three (3) Trading Days following
the day on which such accountant received the disputed calculations. Such accountant’s calculation shall be deemed
conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at
variance with those of such accountant. Notwithstanding anything herein to the contrary (although the Holder may surrender
the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the
Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for
cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial
exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall
have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the
applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of
Warrant Shares purchased and the date of such purchases. In the case of a partial exercise of this Warrant, the Holder may
request that the Company deliver to the Holder a certificate representing such new warrant, with terms identical in all
respects to this Warrant (except that such new warrant shall be exercisable into the number of shares of Common Stock with
respect to which this Warrant shall remain unexercised); provided, however, that the Holder shall be entitled to exercise all
or any portion of such new warrant at any time following the time at which this Warrant is exercised, regardless of whether
the Company has actually issued such new warrant or delivered to the Holder a certificate thereof. The Company shall deliver
any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The Holder and any
assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at
any given time may be less than the amount stated on the face hereof.


 


b)         Exercise
Price. The exercise price per share of the Common Stock under this Warrant shall be $3.40, subject to adjustment hereunder
(the “Exercise Price”).


 




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c)         Cashless Exercise.
If at any time commencing 120 days after the Issue Date, there is no then effective Registration Statement registering, or no current
prospectus available for, the resale of all of the Warrant Shares by the Holder and all of the Conversion Shares beneficially held
by the Holder (in each case without giving effect any restrictions on exercise or conversion), or if the Company has not provided
any certifications required to be provided by the Registration Rights Agreement regarding the availability of the Registration
Statement for resales of all of the Warrant Shares and all of the Conversion Shares beneficially held by the Holder (in each case
without giving effect any restrictions on exercise or conversion) that has been requested by the Holder, then this Warrant may
also be exercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise”
in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) x
(X)] by (A), where:


 


(A) =  the VWAP on
the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,”
as set forth in the applicable Notice of Exercise;


 


(B) =  the Exercise
Price of this Warrant, as adjusted hereunder; and


 


(X) =  the number
of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise
were by means of a cash exercise rather than a cashless exercise.


 


“VWAP” means,
for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a national securities exchange or trading market (with such exchange or market including, without limitation, the Nasdaq
Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, The New York Stock Exchange, Inc., the NYSE or Amex,
or the OTC Bulletin Board including the OTCQX or OTCQB) (a “Trading Market”), the daily volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then
listed or quoted as reported by Bloomberg L.P. (or other reliable source) based on a Trading Day from 9:30 a.m. (New York City
time) (or such other time as the Trading Market publicly announces is the official open of trading) to 4:00 p.m. (New York City
time) (or such other time as the Trading Market publicly announces is the official close of trading), (b)  if no daily volume
weighted average prices are reported by Bloomberg (or other reliable source), the average of the highest closing bid price and
the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC
Markets LLC, or (c) in all other cases, the fair market value of a share of Common Stock as mutually determined by the Company
and Holder.


 


Notwithstanding anything herein
to the contrary, on the Termination Date, Holder may exercise any remaining unexercised portion of this Warrant by means of a cashless
exercise pursuant to this Section 2(c) by means of a notice delivered to the Company before the Termination Date. If on the Termination
Date the VWAP is greater than the Exercise Price of this Warrant, as adjusted hereunder, then the Warrant shall be automatically
exercised pursuant to this Section 2(c).


 




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d)         Mechanics
of Exercise.




 


i.         Delivery of Certificates
Upon Exercise. Certificates for shares (or, if the shares are represented in uncertificated form, comparable share notices
reflecting such shares) purchased hereunder shall be transmitted by the Transfer Agent (“Transfer Agent” means
the transfer agent employed by the Company from time to time, for its Common Stock) to the Holder by crediting the account of the
Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”)
if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the
issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless
exercise and Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of
Exercise by the date that is three (3) Trading Days after the date of delivery to the Company of the Notice of Exercise (such date,
the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any
other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes,
as of the date of delivery to the Company of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Company
shall not be required to make any cash payments or net cash settlement to the registered holder in lieu of issuance of the Warrant
Shares, except as provided in Section 2(d)(iv) below. The Company understands that a delay in the delivery of the Warrant Shares
after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss,
if (i) the Company fails to deliver the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise
of this Warrant within the time periods specified above and (ii) the Holder has not exercised its Buy-In rights as provided below
with respect to such shares, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance
of Warrant Shares upon exercise of this Warrant the proportionate amount of $100 per Trading Day (increasing to $200 per Trading
Day after the tenth Trading Day) after the Warrant Share Delivery Date for each $10,000 of Exercise Price of Warrant Shares for
which this Warrant is exercised which are not timely delivered. For purposes of clarification, if the Company is obligated to make
payments of liquidated damages pursuant to this Section for late issuance of Warrant Shares, then it shall not also be obligated
to make Buy-In payments as described below with respect to those same Warrant Shares. The Company shall pay any payments incurred
under this Section in immediately available funds upon demand.


 


ii.        Delivery of New
Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares,
deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by
this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


iii.       Revoking Exercise.
In the event that the Company fails for any reason to effect delivery of the Warrant Shares to Holder by the Warrant Share Delivery
Date, then Holder may, at any time prior to issuance of such Warrant Shares, revoke all or part of the relevant Warrant exercise
by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective
positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described
above shall be payable through the date notice of revocation is given to the Company.


 




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iv.       Compensation for
Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails for any reason to effect delivery of the Warrant Shares to Holder by the Warrant Share Delivery Date, and if
after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder or
its brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay
in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased, minus any amounts paid to the Holder by the Company as liquidated damages
as described in Section 2(d)(i) above, exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the
Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order
giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the
Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed
rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied
with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price
giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be
required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder
in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


v.        No Fractional Shares
or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As
to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its
election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.


 


vi.       Charges, Taxes and
Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the
Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than
the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto
duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any
Notice of Exercise.


 




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vii.      Closing of Books.
The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant
to the terms hereof.


 


e)         Holder’s Exercise
Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any
portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, (i) the Holder would beneficially own in excess of the Holder Beneficial Ownership
Limitation (as defined below) or (ii) the Holder, together with the Holder’s Affiliates and any other Persons acting as a
group together with the Holder or any of the Holder’s Affiliates, would beneficially own in excess of the Affiliates Beneficial
Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially
owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant
with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable
upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates
and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without
limitation, any other securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any
time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock, hereinafter
“Common Stock Equivalents”) subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes
of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act and the rules and
regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that
such calculation is in compliance with Section 13(d) of the 1934 Act and the Holder is solely responsible for any schedules required
to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of
which portion of this Warrant is exercisable shall be in the reasonable judgment of the Holder, in each case subject to the Holder
Beneficial Ownership Limitation or the Affiliates Beneficial Ownership Limitation, and the Company shall have no obligation to
verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. For
purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number
of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by
the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral
request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares
of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates
since the date as of which such number of outstanding shares
of Common Stock was reported.


 




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The “Holder Beneficial Ownership Limitation” shall be 4.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise
of this Warrant. The “Affiliates Beneficial Ownership Limitation” shall be 9.99% of the number of shares of
the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of
this Warrant. The Holder Beneficial Ownership Limitation together with the Affiliates Beneficial Ownership Limitation is collectively
known as the “Beneficial Ownership Limitation.” The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall
apply to a successor holder of this Warrant and shall cease to apply only (x) upon sixty-one (61) days’ written notice from
the Holder to the Company of an election to increase or decrease or remove one or both of the Holder Beneficial Ownership Limitation
and the Affiliate Beneficial Ownership Limitation or (y) immediately upon written notice from the Holder to the Company at any
time after the public announcement or other disclosure of a Fundamental Transaction (as defined in Section 3(d)); provided, however
that in no event shall either the Holder Beneficial Ownership Limitation or the Affiliate Beneficial Ownership Limitation be 20.00%
or greater.


 


f)         Call. Provided
(i) there is at the time an effective registration statement which includes for resale all of the Warrant Shares, or (ii) all of
the Warrant Shares may be sold pursuant to Rule 144 upon “cashless exercise” pursuant to Section 2(c) without restrictions
including without volume limitations (each a “Trigger Condition”), the Company shall have the option to “call”
(the “Warrant Call”) the exercise of any or all of the Warrant Shares (the “Called Warrant Shares”)
from time to time in accordance with and governed by the following:


 


(1)         Call Notice.
The Company shall exercise a Warrant Call by giving written notice of call (the “Call Notice”) to the Holder
during the period in which the Warrant Call may be exercised. The effective date of each Call Notice (the “Call Date”)
is the date on which notice is deemed given and effective under the notice provision of Section 5(h) of this Warrant.


 


(2)         Call Period.
The Company’s right to exercise a Warrant Call shall commence five (5) Trading Days after either of the Trigger Conditions
has been in effect continuously for fifteen (15) Trading Days. The Holder shall have the right to cancel the Warrant Call up until
the date the called Warrant Shares are actually delivered to the Holder (“Warrant Call Delivery Date”) if the
Trigger Condition relied upon for the Warrant Call ceases to apply.


 


(3)         Call Notice
Spacing. A Call Notice may be given not sooner than fifteen (15) Trading Days after the Warrant Call Delivery Date of the immediately
preceding Call Notice.


 






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(4)         Exercise
Price Multiple. If Holder and any affiliates together would be regarded as beneficial owners (assuming conversion of all
convertible securities held by Holder and such affiliates and exercise in full of all Warrants held by such Holder and
affiliates, without giving effect to any Beneficial Ownership Limitation applicable to this Warrant or such convertible
securities), of more than two percent (2.0%) of the outstanding shares of Common Stock of the Company as of the Issue Date
(Holder, in such circumstances referred to as a “2% Holder”), then a Call Notice may be given by the
Company only within five (5) Trading Days after any thirty (30) consecutive Trading Day period during which the VWAP of the
Common Stock as reported for the Principal Market is not less than two hundred and fifty percent (250%) of the Exercise Price
then in effect for twenty-five (25) out of such thirty (30) consecutive Trading Day period. If Holder is not a 2% Holder as
of the Issue Date, then a Call Notice may be given by the Company only within ten (10) Trading Days after any twenty (20)
consecutive Trading Day period during which the VWAP of the Common Stock as reported for the Principal Market is not less
than two hundred and fifty percent (250%) of the Exercise Price in effective for ten (10) out of such twenty (20) consecutive
Trading Day period.


 


(5)         Compliance with
Call Notice. During the Call Period, the Holder shall exercise this Warrant and purchase the Called Warrant Shares as provided
herein. If the Holder fails to timely exercise the Warrant for a number of Warrant Shares equal to number of Called Warrant Shares
during the Call Period, the Company’s sole remedy shall be to cancel an amount of called Warrant Shares equal to such shortfall,
with the Warrant no longer being exercisable with respect to such Warrant Shares (for avoidance of doubt, such remedy shall be
available if, and only if, the Trigger Condition relied upon for the Warrant Call continues to apply through the entirety of the
Call Period). The “Call Period” shall be a period of thirty Trading Days following the Call Date, provided the
Call Period will be extended for one Trading Day for each Trading Day during the Call Period during which the VWAP of the Common
Stock as reported for the Principal Market is less than two hundred and twenty-five percent (225%) of the Exercise Price then
in effect.


 


(6)         Notice to Other
Holders. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other Warrant Holders
in proportion to the amounts of Warrant Shares which may be purchased by such Holders in accordance with the Warrants held by each,
without giving effect to the Beneficial Ownership Limitation.


 


Section 3.         Certain
Adjustments.


 


a)         Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions of shares of its Common Stock to the record holders of Common Stock (which,
for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant or
pursuant to any of the other Transaction Documents), (ii) subdivides outstanding shares of Common Stock into a larger number
of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number
of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then
in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall
be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon
exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall
remain unchanged. In the event that any adjustment of the Exercise Price required herein results in a fraction of a cent, the
Exercise Price shall be rounded down to the nearest one hundredth of a cent. Any adjustment made pursuant to this Section
3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or reclassification.


 






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b)         Subsequent Rights Offerings.
In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock
Equivalents pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then
the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of
this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or
sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase
Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right
to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its
right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


c)         Pro Rata Distributions.
If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to the
Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase
any security of the Company other than the Common Stock (which shall be subject to Section 3(b)) (a “Distribution”),
then in each such case the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would
have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this
Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which
the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,
to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial
ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall
be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been exercised at the time of such Distribution,
such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.


 




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d)         Fundamental Transaction.
If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person pursuant to which the shares of capital stock of
the Corporation outstanding immediately prior to such merger or consolidation are converted into or exchanged for shares of another
corporation or entity and represent, or are converted into or exchanged for equity securities that represent, immediately following
such merger or consolidation, less than a majority, by voting power, of the equity securities of (1) the surviving or resulting
party or (2) if the surviving or resulting party is a wholly owned subsidiary of another party immediately following such merger
or consolidation, the parent of such surviving or resulting party, (ii) the Company, directly or indirectly, effects any sale of
all or substantially all of its assets in one or a series of related transactions and the consideration is distributed to holders
of Common Stock, (iii) any tender offer or exchange offer by the Company is completed pursuant to which holders of Common Stock
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Common Stock, (iv) the Company effects any reclassification, reorganization or recapitalization
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates
a stock or share purchase agreement with another Person or group of Persons whereby such other Person or group acquires more than
50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons
making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement)
(each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have
the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, (without regard to the applicable of Section 2(c) nor any limitation in Section 2(e) on the exercise
of this Warrant) the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the
surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable by holders
of Common Stock as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the
exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash transaction,
(2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the 1934 Act, or (3) a Fundamental Transaction described
in clause “(i)” of the first sentence above and where, pursuant to the merger, the stockholders of the Company will
receive securities of the acquiring person or entity and such securities of such person or entity are not traded on a national
securities exchange or trading


 




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market (with such exchange
or market including, without limitation, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital
Market, The New York Stock Exchange, Inc., the NYSE or Amex), the Company or any Successor Entity (as defined below) shall,
at the Holder’s option which shall be exercised as of the consummation of the Fundamental Transaction, purchase this
Warrant from the Holder by paying to the Holder concurrently with the consummation of the Fundamental Transaction for each
Warrant Share that would be issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction
(without regard to the application of Section 2(c) nor any limitation in Section 2(e) on the exercise of this Warrant), the
higher of (i) an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the
date of the consummation of such Fundamental Transaction, or (ii) the positive difference between the cash per share paid in
such Fundamental Transaction minus the then in effect Exercise Price. “Black Scholes Value” means the value of
the unexercised portion of this Warrant based on the Black and Scholes Option Pricing Model obtained from the
“OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the
applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental
Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility
obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the
applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price
per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such
Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the
applicable Fundamental Transaction and the Termination Date. In the event of a Fundamental Transaction described in clause
“(i)” of the first sentence above, the Company shall cause any successor entity in such a Fundamental Transaction
in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the
obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this
Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the
Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to
the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of
such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise
of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into
account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such
shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is
reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the
Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall
refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor
Entity had been named as the Company herein.


 






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e)         Calculations. All
calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For
purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be
the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


f)         Notice to Holder.


 


i.         Whenever the Exercise
Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth
the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief
statement of the facts requiring such adjustment.


 


ii.        If (A) the approval of
any stockholders of the Company shall be required in connection with any reclassification of the Common Stock (other than stock
splits or reverse stock splits), any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially
all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities
(other than stock splits or reverse stock splits), cash or property, or (B) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, to the extent that such information constitutes
material non-public information (as determined in good faith by the Company) the Company shall follow the procedure described in
Section 7.5 of the Purchase Agreement and shall deliver to the Holder, at least 10 days prior to the effective date hereinafter
specified, a notice stating the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is
expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall
be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or
in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice and shall
not be deemed to be a material breach of this Warrant unless such failure adversely affected Holder’s rights with respect
to the Warrant. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice
to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 


g)         Adjustments.
In the event that at any time, as a result of an adjustment made pursuant to this Section 3, the Holder shall, upon exercise
of this Warrant, become entitled to receive securities or assets (other than Common Stock) then, wherever appropriate, all
references herein to shares of Common Stock shall be deemed to refer to and include such shares and/or other securities or
assets; and thereafter the number of such shares and/or other securities or assets shall be subject to adjustment from time
to time in a manner and upon terms as nearly equivalent as practicable to the provisions of this Section 3. Any adjustment
made herein that results in a decrease in the Exercise Price shall also effect a proportional increase in the number of
shares of Common Stock into which this Warrant is exercisable.


 






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Section 4.         Transfer
of Warrant.


 


a)         Transferability.
Subject to compliance with any applicable securities laws and the provisions of the Purchase Agreement, this Warrant and all rights
hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this
Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially
in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes
payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver
a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified
in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new
holder for the purchase of Warrant Shares without having a new Warrant issued.


 


b)         New Warrants. This
Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its
agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this
Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c)         Warrant Register.
The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant
as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes,
absent actual notice to the contrary.


 


Section 5.         Miscellaneous.


 


a)         No Rights as Stockholder
Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of
the Company prior to the exercise hereof as set forth in Section 2(d)(i).


 


b)         Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating
to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it
(which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such
Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 






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c)         Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading
Day.


 


d)         Authorized Shares.


 


i.         The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise
of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that
such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of the Principal Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued
upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by
this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect
of any transfer occurring contemporaneously with such issue).


 


ii.        Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will
at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon
such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


iii.       Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise
Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any
public regulatory body or bodies having jurisdiction thereof.


 




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e)         Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.


 


f)         Restrictions. The
Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered for resale or if Holder
does not utilize cashless exercise and Rule 144 is available, will have restrictions upon resale imposed by state and federal securities
laws.


 


g)         Nonwaiver and Expenses.
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant
or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results
in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs
and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred
by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder,
if Holder is the prevailing party in any such action.


 


h)         Notices. Any notice,
request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance
with the notice provisions of the Purchase Agreement.


 


i)         Limitation of Liability.
No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares,
and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company.


 


j)         Remedies. The Holder,
in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense
in any action for specific performance that a remedy at law would be adequate.


 


k)         Successors and Assigns.
Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit
of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be
enforceable by the Holder or holder of Warrant Shares.


 


l)         Amendment. This
Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 




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m)         Severability. Wherever
possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


n)         Headings. The headings
used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


 


********************


 


(Signature Page Follows)


 




    	16



    	 



    

 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	ADAMIS PHARMACEUTICALS CORPORATION



	 	 	 
	 	By:	/s/ Dennis J. Carlo
	 	 	
        

        Name: Dennis J. Carlo, Ph.D. 

        Title: Chief Executive Officer



  




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NOTICE OF EXERCISE


 


To:        ADAMIS
PHARMACEUTICALS CORPORATION


 


(1)   The undersigned hereby
elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full),
and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)   Payment shall take
the form of (check applicable box):


 


[ ] in lawful money
of the United States; or


 


[ ] [if permitted]
the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c),
to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).


 


(3)   Please issue a certificate
or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:


  


 






 


(4)   After giving effect
to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.


 


The Warrant Shares shall be delivered to the
following DWAC Account Number or by physical delivery of a certificate to:


 





 



 





 



 


 






 


[SIGNATURE
OF HOLDER]


  


Name of Investing Entity: ________________________________________________________________________


 


Signature of Authorized Signatory of Investing
Entity: _________________________________________________


 


Name of Authorized Signatory: ___________________________________________________________________


 


Title of Authorized Signatory: ____________________________________________________________________


 


Date: ________________________________________________________________________________________


 




    	 



    	 



    

 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


ADAMIS
PHARMACEUTICALS CORPORATION


 


FOR VALUE RECEIVED, [____]
all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


_______________________________________________________________


 


Dated: ______________,
_______


 


Holder’s Signature:_____________________________


 


Holder’s Address:  _____________________________


 


                                    _____________________________


 


Signature Guaranteed: ___________________________________________


 


NOTE: The signature to this Assignment Form
must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.