EX-10.3






VOTING AGREEMENT




THIS VOTING AGREEMENT (this “Voting Agreement”) is made and entered into as of December 4,
2009, by and between the undersigned stockholder (the “Stockholder”) of Adamis Pharmaceuticals
Corporation, a Delaware corporation (“Adamis”), and La Jolla Pharmaceutical Company, a Delaware
corporation (“La Jolla”).



RECITALS




A. La Jolla and Adamis have entered an Agreement and Plan of Reorganization of even date
herewith (the “Merger Agreement”), which provides for the merger of a newly-created and
wholly-owned subsidiary of La Jolla with and into Adamis, with Adamis as the surviving corporation
(the “Merger”). Capitalized terms used herein but not otherwise defined shall have the meaning
ascribed to them in the Merger Agreement.



B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) of such number of shares of the outstanding capital
stock of Adamis, and shares subject to outstanding options and warrants, as are indicated on
Exhibit A to this Voting Agreement.



C. In consideration of the execution of the Merger Agreement by La Jolla and to induce La
Jolla to enter into the Merger Agreement, Stockholder (in his or her capacity as such) agrees to
vote the Shares (as defined below) and other such shares of capital stock of Adamis over which
Stockholder has voting power so as to facilitate consummation of the Merger.



AGREEMENT




NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:



1. Certain Definitions. Capitalized terms not defined herein shall have the meanings
ascribed to them in the Merger Agreement. For purposes of this Voting Agreement:



(a) “Expiration Date” shall mean the earlier to occur of (i) such date and time as the Merger
Agreement shall have been terminated pursuant to the terms thereof, or (ii) such date and time as
the Merger has been consummated in accordance with the terms of the Merger Agreement.



(b) Stockholder shall be deemed to “Own” or to have acquired “Ownership” of a security if
Stockholder: (i) is the record owner of such security; or (ii) is the “beneficial owner” (within
the meaning of Rule 13d-3 under the Exchange Act) of such security.



(c) “Person” shall mean any (i) individual, (ii) corporation, limited liability company,
partnership or other entity, or (iii) governmental authority.



(d) “Shares” shall mean: (i) all securities of Adamis (including all shares of Adamis Common
Stock, and all options, warrants and other rights to acquire shares of Adamis Common Stock) Owned
by Stockholder as of the date of this Voting Agreement; and (ii) all additional securities of
Adamis (including all additional shares of Adamis Common Stock and all additional options,
warrants and other rights to acquire shares of Adamis Common Stock) of which Stockholder acquires
Ownership during the period from the date of this Voting Agreement through the Expiration Date
(including by way of stock dividend or distribution, split-up, recapitalization, combination,
exchange of shares and the like).



(e) “Transfer”. A Person shall be deemed to have effected a “Transfer” of a security if such
person directly or indirectly: (i) sells, pledges, encumbers, assigns, grants an option with
respect to, transfers or disposes of such security or any interest in such security; (ii) enters
into an agreement or commitment providing for the sale of, pledge of, encumbrance of, assignment
of, grant of an option with respect to, transfer of or disposition of such security or any interest
therein; or (iii) reduces such Person’s beneficial ownership of, interest in or risk relating to
such security.



2. Transfer of Shares.



(a) Transfer Restrictions. Stockholder agrees that, during the period from the date
of this Voting Agreement through the Expiration Date, Stockholder shall not cause or permit any
Transfer of any of the Shares to be effected; provided that, notwithstanding the foregoing,
Stockholder shall not be restricted from effecting a Transfer of any Shares to any member of
Stockholder’s immediate family or to a trust for the benefit of Stockholder and/or any member of
Stockholder’s immediate family provided that (A) each such transferee shall have (i) executed a
counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A (with
such modifications as La Jolla may reasonably request) and (ii) agreed in writing to hold such
Shares, or such interest therein, subject to all of the terms and conditions set forth in this
Agreement, and (B) the aggregate number of shares (whether outstanding or underlying outstanding
options and warrants) that may be so Transferred by Stockholder may not exceed one percent (1%) of
Adamis’s outstanding Common Stock as of the date hereof. For purposes of this Agreement,
“immediate family” means Stockholder’s spouse, parents, siblings, children or grandchildren.



(b) Transfer of Voting Rights. Stockholder agrees that, during the period from the
date of this Voting Agreement through the Expiration Date, Stockholder shall not deposit (or permit
the deposit of) any Shares in a voting trust or grant any proxy or enter into any voting agreement
or similar agreement in contravention of the obligations of Stockholder under this Voting Agreement
with respect to any of the Shares.



3. Agreement to Vote Shares. At every meeting of the stockholders of Adamis called,
and at every adjournment thereof, and on every action or approval by written consent of the
stockholders of Adamis, Stockholder (in his or her capacity as such) shall, or shall cause the
holder of record on any applicable record date to, vote the Shares:



(a) in favor of approval of the Merger and the adoption and approval of the Merger Agreement,
and in favor of each of the other actions contemplated by the Merger Agreement and any action
required in furtherance thereof;



(b) in favor of any matter that could reasonably be expected to facilitate the Merger;



(c) against approval of any proposal made in opposition to, or in competition or inconsistent
with, consummation of the Merger or the transactions contemplated by the Merger Agreement
(including, without limitation, any action or agreement that would result in a breach of any
representation, warranty, covenant or obligation of Adamis in the Merger Agreement); and



(d) in favor of waiving any notice that may have been or may be required relating to any
reorganization of Adamis or any subsidiary of Adamis, any reclassification or recapitalization of
the capital stock of Adamis or any subsidiary of Adamis, or any sale of assets, change of control,
or acquisition of Adamis or any subsidiary of Adamis by any other person, or any consolidation or
Merger of Adamis or any subsidiary of Adamis with or into any other person. 



Stockholder further agrees that, if a meeting is held, Stockholder shall, or shall cause the holder
of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to
be counted as present thereat for purposes of establishing a quorum. Before the Expiration Date,
the Stockholder shall not enter into any agreement or understanding with any person to vote or give
instructions in any manner inconsistent with the terms of this Section 3.



4. Agreement Not to Exercise Appraisal Rights. Stockholder hereby irrevocably and
unconditionally waives, and agrees not to exercise any rights to demand appraisal of any Shares
which may arise with respect to the Merger or any related transaction.



5. Directors and Officers. Notwithstanding any provision of this Voting Agreement to
the contrary, nothing in this Voting Agreement shall limit or restrict Stockholder from acting in
Stockholder’s capacity as a director or officer of Adamis (it being understood that this Voting
Agreement shall apply to Stockholder solely in Stockholder’s capacity as a stockholder of Adamis)
or voting in Stockholder’s sole discretion on any matter other than those matters referred to in
Section 3.



6. Irrevocable Proxy. If requested by La Jolla, (a) Stockholder agrees to deliver to
La Jolla a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be
irrevocable to the fullest extent permissible by law, with respect to the Shares, and (b)
Stockholder shall cause to be delivered to La Jolla an additional proxy (in the form attached
hereto as Exhibit A) executed on behalf of the record owner of any Shares that are owned
beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by
Stockholder. Stockholder shall, at his, her or its own expense, perform such further acts and
execute such further promises and other documents and instruments as may reasonably be required to
vest in La Jolla the power to carry out and give effect to the provisions of this Voting Agreement.



7. No Ownership Interest. Nothing contained in this Voting Agreement shall be deemed
to vest in La Jolla any direct or indirect ownership or incidence of ownership of or with respect
to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall
remain vested in and belong to Stockholder, and La Jolla shall have no authority to manage, direct,
superintend, restrict, regulate, govern, or administer any of the policies or operations of Adamis
by virtue of this Voting Agreement or exercise any power or authority to direct Stockholder in the
voting of any of the Shares, except as otherwise provided herein.



8. No Solicitation. Stockholder agrees that, during the period from the date of this
Agreement through the Expiration Date, Stockholder shall comply with the provisions of Section 4.5
of the Merger Agreement.



9. Representations and Warranties of the Stockholder.



(a) Power; Binding Agreement. Stockholder has full power, authority and capacity to
execute and deliver this Voting Agreement and the Proxy, to perform Stockholder’s obligations
hereunder and to consummate the transactions contemplated hereby and thereby. If Stockholder is a
corporation or other entity, the execution, delivery and performance by Stockholder of this Voting
Agreement and the consummation by it of the transactions contemplated hereby have been duly and
validly authorized by Stockholder and no other actions or proceedings on the part of Stockholder
are necessary to authorize the execution and delivery by it of this Voting Agreement and the
consummation by it of the transactions contemplated hereby. This Voting Agreement and the Proxy
have been duly executed and delivered by Stockholder, and constitute valid and binding obligations
of Stockholder, enforceable against Stockholder in accordance with their terms.



(b) No Conflicts. Except for filings under the Exchange Act, no filing with, and no
permit, authorization, consent, or approval of, any state or federal public body or authority
(“Governmental Entity”) is necessary for the execution of this Voting Agreement and Proxy by
Stockholder and the consummation by Stockholder of the transactions contemplated by this Voting
Agreement and Proxy. None of the execution and delivery of this Voting Agreement or Proxy by
Stockholder, the consummation by Stockholder of the transactions contemplated by this Voting
Agreement and Proxy or compliance by Stockholder with any of the provisions of this Voting
Agreement and Proxy shall (i) if Stockholder is a corporation or other entity, conflict with or
result in any breach of any organizational documents applicable to Stockholder, (ii) result in a
violation or breach of, or constitute (with or without notice or lapse of time or both) a default
(or give rise to any third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond,
mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other
instrument or obligation of any kind to which Stockholder is a party or by which Stockholder or any
of its properties or assets may be bound, or (iii) violate any order, writ, injunction,
decree, judgment, order, statute, rule, or regulation applicable to Stockholder or any of
Stockholder’s properties or assets.



(c) Ownership of Shares. Stockholder (i) is the beneficial owner of the shares of
Adamis Common Stock and the options and warrants to purchase shares of Adamis Common Stock
indicated on Exhibit A hereto, which are free and clear of any liens, adverse claims,
charges, security interests, pledges or options, proxies, voting trusts or agreements,
understandings or agreements, or any other rights or encumbrances whatsoever (“Encumbrances”)
(except any Encumbrances arising under securities laws or arising hereunder); and (ii) does not
beneficially own any securities of Adamis other than the shares of Adamis Common Stock and options
and warrants to purchase shares of Adamis Common Stock indicated on Exhibit A hereto.



(d) Voting Power. Stockholder has or will have sole voting power, sole power of
disposition, sole power to issue instructions with respect to the matters set forth herein, and
sole power to agree to all of the matters set forth in this Voting Agreement and Proxy, in each
case with respect to all of Stockholder’s Shares, with no limitations, qualifications or
restrictions on such rights, subject to applicable federal securities laws and the terms of this
Voting Agreement and Proxy.



(e) No Finder’s Fees. No broker, investment banker, financial advisor or other person
is entitled to any broker’s, finder’s, financial adviser’s or other similar fee or commission in
connection with the transactions contemplated by this Voting Agreement and Proxy based upon
arrangements made by or on behalf of Stockholder.



(f) Reliance by La Jolla. Stockholder understands and acknowledges that La Jolla is
entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this
Voting Agreement and Proxy.



10. Certain Restrictions. Prior to the termination of this Voting Agreement,
Stockholder agrees not to, directly or indirectly, take any other action that would make any
representation or warranty of Stockholder contained herein untrue or incorrect.



11. Disclosure. Stockholder agrees to permit La Jolla and Adamis to publish and
disclose in all documents and schedules filed with the Securities and Exchange Commission or any
applicable state authority or agency, and any press release or other disclosure document that La
Jolla or Adamis, in their sole discretion, determines to be necessary or desirable in connection
with the Merger and any transactions related to the Merger, Stockholder’s identity and ownership of
Shares and the nature of Stockholder’s commitments, arrangements and understandings under this
Voting Agreement and Proxy.



12. Consents and Waivers. Stockholder hereby gives any consents or waivers that are
reasonably required for the consummation of the Merger under the terms of any agreements to which
the Stockholder is a party or pursuant to any rights the Stockholder may have.



13. Legending of Shares. If so requested by La Jolla, Stockholder agrees that the
Shares shall bear a legend stating that they are subject to this Voting Agreement and to an
irrevocable proxy.



14. Termination. This Voting Agreement and the Proxy delivered in connection herewith
shall terminate and shall have no further force or effect as of the Expiration Date. Nothing in
this Section 14 shall relieve or otherwise limit any party of liability for breach of this Voting
Agreement.



15. Miscellaneous.



(a) Validity. The invalidity or unenforceability of any provision of this Voting
Agreement will not affect the validity or enforceability of the other provisions of this Voting
Agreement, which will remain in full force and effect. In the event any governmental entity of
competent jurisdiction holds any provision of this Voting Agreement to be null, void or
unenforceable, the parties hereto will negotiate in good faith and will execute and deliver an
amendment to this Voting Agreement in order, as nearly as possible, to effectuate, to the extent
permitted by law, the intent of the parties hereto with respect to such provision.



(b) Binding Effect and Assignment. This Voting Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, but, neither this Voting Agreement nor any of the rights,
interests or obligations of the parties hereto may be assigned by either of the parties without
prior written consent of the other.



(c) Amendments; Waiver. This Voting Agreement may be amended by the parties hereto
and the terms and conditions hereof may be waived only by an instrument in writing signed on behalf
of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of
the party waiving compliance.



(d) Specific Performance; Injunctive Relief. The parties hereto acknowledge that La
Jolla shall be irreparably harmed and that there shall be no adequate remedy at law for a violation
of any of the covenants or agreements of Stockholder set forth herein or in the Proxy. Stockholder
agrees that, in the event of any breach or threatened breach by Stockholder of any covenant or
agreement contained in this Agreement or in the Proxy, La Jolla shall be entitled, in addition to
any other remedies that may be available to La Jolla upon any such breach or threatened breach, La
Jolla shall have the right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to La Jolla at law or in equity. Stockholder
further agrees that La Jolla shall not be required to obtain, furnish or post any bond or similar
instrument in connection with or as a condition to obtaining any remedy referred to in this Section
15(d), and Stockholder irrevocably waives any right he, she or it may have to require the
obtaining, furnishing or posting of any such bond or similar instrument.



(e) Non-Exclusivity. The rights and remedies of La Jolla under this Voting Agreement
are not exclusive of or limited by any other rights or remedies which it may have, whether at law,
in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).
Without limiting the generality of the foregoing, the rights and remedies of La Jolla under this
Agreement, and the obligations and liabilities of Stockholder under this Agreement, are in addition
to their respective rights, remedies, obligations and liabilities under common law requirements and
under all applicable statutes, rules and regulations.



(f) Notices. All notices and other communications pursuant to this Voting Agreement
shall be in writing and deemed to be sufficient if contained in a written instrument and shall be
deemed given if delivered personally, telecopied, sent by nationally-recognized overnight courier
or mailed by registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following address (or at such other address for a party as shall be specified by
like notice):



	 	 	 
	If to La Jolla:La Jolla Pharmaceutical Company

	4365 Executive Drive, Suite 300

	San Diego, CA 92121

	 	

	Attention: Chief Executive Officer

	Telephone: (858) 452-6600

	If to Stockholder:

	 	To the address for notice set forth on the signature







page hereof.



(g) No Waiver. The failure or delay of any party to exercise any right, power or
remedy provided under this Voting Agreement or otherwise available in respect of this Voting
Agreement at law or in equity, or to insist upon compliance by any other party with its obligation
under this Voting Agreement, and any custom or practice of the parties at variance with the terms
of this Voting Agreement, will not constitute a waiver by such party of its right to exercise any
such or other right, power or remedy or to demand such compliance. La Jolla shall not be deemed to
have waived any claim available to it arising out of this Voting Agreement, or any power, right,
privilege or remedy of La Jolla under this Agreement, unless the waiver of such claim, power,
right, privilege or remedy is expressly set forth in a written instrument duly executed and
delivered on behalf of La Jolla; and any such waiver shall not be applicable or have any effect
except in the specific instance in which it is given.



(h) No Third Party Beneficiaries. This Voting Agreement is not intended to confer
upon any person other than the parties hereto any rights or remedies hereunder.



(i) Governing Law. This Voting Agreement and the Proxy shall be governed by the laws
of the State of Delaware, without reference to rules of conflicts of law.



(j) Submission to Jurisdiction. All actions and proceedings arising out of or
relating to this Voting Agreement or Proxy shall be heard and determined exclusively in any
California state or federal court sitting in San Diego, California. The parties hereto hereby (a)
submit to the exclusive jurisdiction of any state or federal court located in San Diego,
California, for the purpose of any action arising out of or relating to this Voting Agreement or
Proxy brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of
motion, defense, or otherwise, in any such action, any claim that it is not subject personally to
the jurisdiction of the above-named courts, that its property is exempt or immune from attachment
or execution, that the action is brought in an inconvenient forum, that the venue of the action is
improper, or that this Voting Agreement, the Proxy or the transactions contemplated hereby may not
be enforced in or by any of the above-named courts. STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A
JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS VOTING AGREEMENT OR THE PROXY
OR THE ENFORCEMENT OF ANY PROVISION OF THIS VOTING AGREEMENT OR THE PROXY.



(k) Rules of Construction. The parties hereto agree that they have been represented by
counsel during the negotiation and execution of this Voting Agreement and Proxy and, therefore,
waive the application of any law, regulation, holding or rule of construction providing that
ambiguities in an agreement or other document will be construed against the party drafting such
agreement or document.



(l) Entire Agreement. This Voting Agreement and the Proxy contain the entire
understanding of the parties in respect of the subject matter hereof, and supersede all prior
negotiations, agreements and understandings, both written and oral, between the parties hereto with
respect to the subject matter hereof.



(m) Severability. If any term or other provision of this Voting Agreement is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all other conditions
and provisions of this Voting Agreement shall nevertheless remain in full force and effect. If the
final judgment of a court of competent jurisdiction declares that any term or provision hereof is
invalid or unenforceable, the parties hereto agree that the court making such determination shall
have the power to limit the term or provision, to delete specific words or phrases, or to replace
any invalid or unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closes to expressing the intention of the invalid or unenforceable term
or provision, and this Voting Agreement shall be enforceable as so modified. In the event such
court does not exercise the power granted to it in the prior sentence, the parties hereto shall
negotiate in good faith to modify this Voting Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner.



(n) Interpretation.



(i) Whenever the words “include,” “includes” or “including” are used in this Agreement they
shall be deemed to be followed by the words “without limitation.” As used in this Agreement, the
term “affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.



(ii) The article and section headings contained in this Agreement are solely for the purpose
of reference, are not part of the agreement of the parties hereto and shall not in any way affect
the meaning or interpretation of this Agreement.



(o) Attorneys’ Fees. If any legal action or other legal proceeding relating to this
Voting Agreement or the enforcement of any provision of this Voting Agreement is brought against
Stockholder, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs
and disbursements (in addition to any other relief to which the prevailing party may be entitled).



(p) Expenses. All costs and expenses incurred in connection with this Voting
Agreement, the Proxy and the transactions contemplated hereby and thereby shall be paid by the
party incurring such costs and expenses.



(q) Further Assurances. From time to time, at any other party’s request and without
further consideration, Stockholder shall (at Stockholder’s sole expense) execute and deliver any
additional documents and take any further lawful action as may be necessary or desirable, in the
reasonable opinion of La Jolla, to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Voting Agreement and to carry out the
intent of this Voting Agreement.



(r) Counterparts. This Voting Agreement may be executed in several counterparts, each
of which shall be an original, but all of which together shall constitute one and the same
agreement.



[Remainder of page intentionally left blank]






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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be duly executed on the
day and year first above written.



	 	 	 
	LA JOLLA PHARMACEUTICAL	 	 
	COMPANY	 	STOCKHOLDER
	By:

	 	By:
	Signature of Authorized Signatory

Name:

	 	Signature

Name:
	Title:

	 	Title:
	Address:

	 	Address:






      



      



      



[Signature Page to Voting Agreement]






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EXHIBIT A




SHARES BENEFICIALLY OWNED




shares of Adamis Common Stock




shares of Adamis Common Stock issuable upon
exercise of outstanding options




shares of Adamis Common Stock issuable upon
exercise of outstanding warrants



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IRREVOCABLE PROXY




The undersigned stockholder ( “Stockholder”) of Adamis Pharmaceuticals Corporation, a Delaware
corporation (“Adamis”), hereby irrevocably (to the fullest extent permitted by law) appoints
Deirdre Y. Gillespie, M.D., and Gail A. Sloan of La Jolla Pharmaceutical Company, a Delaware
corporation (“La Jolla”), and each of them, as the sole and exclusive attorneys and proxies of the
undersigned, with full power of substitution and resubstitution, to vote and exercise all voting
and related rights (to the full extent that the undersigned is entitled to do so) with respect to
all of the shares of capital stock of Adamis that now are or hereafter may be beneficially owned by
the undersigned, and any and all other shares or securities of Adamis issued or issuable in respect
thereof on or after the date hereof (collectively, the “Shares”), in accordance with the terms of
this Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby
revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares
that are inconsistent with this Proxy until after the Expiration Date (as defined in that certain
Voting Agreement of even date herewith by and among La Jolla and the undersigned stockholder (the
“Voting Agreement”)).



This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an
interest and is granted pursuant to the Voting Agreement, and is granted in consideration of La
Jolla entering into that certain Agreement and Plan of Reorganization of even date herewith (the
“Merger Agreement”), by and among La Jolla, Adamis and a newly created and wholly-owned subsidiary
of La Jolla (“Merger Sub”). The Merger Agreement provides for the merger of Merger Sub with and
into Adamis, with Adamis as the surviving corporation (the “Merger”).



The attorneys and proxies named above, and each of them, are hereby authorized and empowered
by the undersigned, at any time prior to the Expiration Date, to act as the undersigned’s attorney
and proxy to vote the Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power to execute and
deliver written consents) at every annual, special or adjourned meeting of stockholders of Adamis
and in every written consent in lieu of such meeting (i) in favor of approval of the Merger and the
adoption and approval of the Merger Agreement, and in favor of each of the other actions
contemplated by the Merger Agreement and any action required in furtherance thereof; (ii) in favor
of any matter that could reasonably be expected to facilitate the Merger; (iii) against approval of
any proposal made in opposition to, or in competition or inconsistent with, the consummation of the
Merger or the transactions contemplated by the Merger Agreement (including, without limitation, any
action or agreement that would result in a breach of any representation, warranty, covenant or
obligation of Adamis in the Merger Agreement); and (iv) in favor of waiving any notice that may
have been or may be required relating to any reorganization of Adamis or any subsidiary of Adamis,
any reclassification or recapitalization of the capital stock of Adamis or any subsidiary of
Adamis, or any sale of assets, change of control, or acquisition of Adamis or any subsidiary of
Adamis by any other person, or any consolidation or Merger of Adamis or any subsidiary of Adamis
with or into any other person.



The attorneys and proxies named above may not exercise this Proxy on any other matter. The
undersigned stockholder may vote the Shares on all other matters.



Any obligation of the undersigned hereunder shall be binding upon the heirs, estate,
executors, personal representatives, successors and assigns of the undersigned (including any
transferee of the Shares).



If any term or other provision of this Proxy is invalid, illegal or incapable of being
enforced by any rule of law, or public policy, all other conditions and provisions of this Proxy
shall nevertheless remain in full force and effect. If the final judgment of a court of competent
jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties
hereto agree that the court making such determination shall have the power to limit the term or
provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or
provision with a term or provision that is valid and enforceable and that comes closes to
expressing the intention of the invalid or unenforceable term or provision, and this Proxy shall be
enforceable as so modified. In the event such court does not exercise the power granted to it in
the prior sentence, the parties hereto shall negotiate in good faith to modify this Proxy so as to
effect the original intent of the parties as closely as possible in a mutually acceptable manner.



[Signature Page to Follow]




This Proxy is irrevocable (to the fullest extent permitted by law). This Proxy shall
terminate, and be of no further force and effect, automatically upon the Expiration Date.



Dated:      , 2009



Signature of Stockholder:



Print Name of Stockholder:



[Signature Page to Irrevocable Proxy]





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