Adamis Pharmaceuticals Corporation 8-K


 


Exhibit 10.2


 


 











 






 





	 






 


CONFIDENTIAL


 


February 20, 2020


 


Dr. Dennis J. Carlo, Ph.D.





President and Chief Executive Officer





Adamis Pharmaceuticals Corporation





11682 El Camino Real





San Diego, CA 92130


 


Dear Dennis,


 


This letter (the “Agreement”)
constitutes the agreement between Adamis Pharmaceuticals Corporation (the “Company”) and Maxim Group, LLC (“Maxim”
or the “Lead Manager”), that Maxim shall serve as the exclusive lead placement agent for the Company, on a “reasonable
best efforts” basis ( a “Placement”), in connection with the proposed offerings of shares (the “Shares”)
or the “Securities”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”)
and warrants to purchase shares of Common Stock (the “Warrants” and, together with the Shares, the “Securities”).
The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the Lead Manager and, if a Direct
Placement, the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing
herein grants Maxim the power or authority to bind the Company or any Purchaser or creates an obligation for the Company to issue
any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers
in connection with the Placement shall be collectively referred to herein as the “Transaction Documents.” The
date of the closing of the Placement shall be referred to herein as the “Closing Date.” The Company expressly
acknowledges and agrees that Maxim’s obligations hereunder are on a reasonable best efforts basis only and that the execution
of this Agreement does not constitute a commitment by Maxim to purchase the Securities and does not ensure the successful placement
of the Securities or any portion thereof or the success of Maxim with respect to securing any other financing on behalf of the
Company. Maxim may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the
Placement.


 


The sale of Securities
to any Purchaser will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such
Purchaser, if required by the Purchaser, in a form reasonably satisfactory to the Company and Maxim. Prior to the signing of any
Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from
prospective Purchasers.


 





405 Lexington Avenue
* New York, NY10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com


 






     


     


    

 





Adamis Pharmaceuticals Corporation





February 20, 2020





Page 2





 


Notwithstanding anything
herein to the contrary, in the event that Maxim determines that any of the terms provided for hereunder shall not comply with a
FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement in writing upon
the request of Maxim to comply with any such rules; provided that any such amendments shall not provide for terms that are less
favorable to the Company.


 


SECTION 1.   Compensation and
other Fees.


 


As compensation for
the services provided by Maxim hereunder, the Company agrees to pay to Maxim:


 


(A)       The
fees set forth below with respect to the Placement:


 


		(i)	A cash fee payable immediately upon the closing of the Placement equal to six (6.0%) of the aggregate
gross proceeds raised in the Placement (the “Cash Fee”) on the Closing Date from the sale of Shares.






		(ii)	Subject to compliance with FINRA Rule 5110(f)(2)(D) and to the occurrence of the Closing Date,
the Company also agrees to reimburse Maxim all reasonable and documented travel and other out-of-pocket expenses, including the
reasonable fees of legal counsel.



 


SECTION 2. REGISTRATION STATEMENT.


 


(A)                
The Company represents and warrants to, and agrees with, Maxim that:(A) the Company has filed with the Securities and Exchange
Commission (the “Commission”) a registration statement on Form S-3 under the Securities Act of 1933, as amended
(the “Securities Act”), for the registration under the Securities Act of the Shares. At the time of such filing,
the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth
in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to
Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission
promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement
of the Shares and the plan of distribution thereof. Such registration statement, including the exhibits thereto, as amended at
the date of this Agreement, is hereinafter called the “Registration Statement”; the prospectus in the form in
which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented
form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus
as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the
Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents
incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement,
or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement
to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement,
the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange
Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be,
deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other
information which is “contained,” “included,” “described,” “referenced,” “set
forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other
references of like import) shall be deemed to mean and include all such financial statements and schedules and other information
which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement,
as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus
or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the
Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has
the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the Base
Prospectus, any preliminary prospectus supplement, if any, together with the free writing prospectuses, if any, used in connection
with the Placement, including any documents incorporated by reference therein.


 





Members
FINRA & SIPC


405
Lexington Avenue * New York, NY10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com







 






     


     


    

 





Adamis Pharmaceuticals Corporation





February 20, 2020





Page 3










 


(B)       Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material
respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented,
if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and
the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange
Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus
Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they
were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary
to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus
Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated
by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are filed
with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and
Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment
to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in
the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are
no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not
been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts
or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement,
or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required.


 


Members
FINRA & SIPC


405
Lexington Avenue * New York, NY10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com



 






     


     


    

 





Adamis Pharmaceuticals Corporation





February 20, 2020





Page 4










 


(C)       The
Company is eligible to use free writing prospectuses in connection with the Placement of the Shares pursuant to Rules 164 and 433
under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities
Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable
rules and regulations of the Commission thereunder. Each free writing prospectus with respect to the Placement of the Shares that
the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf
of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the
applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of Maxim, which
shall not be unreasonably withheld or delayed, prepare, use or refer to, any free writing prospectus in connection with the Placement
of the Shares.


 


(D)       The
Company has delivered, or will as promptly as practicable deliver, to Maxim complete conformed copies of the Registration Statement
and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration
Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended
or supplemented, in such quantities and at such places as Maxim reasonably requests. Maxim acknowledges that all such materials
as exist on the date of this letter, and are available on EDGAR in satisfaction of the foregoing sentence. Neither the Company
nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering
material in connection with the offering and sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus, if
any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other
materials permitted by the Securities Act.


 


SECTION 3. REPRESENTATIONS
ANDWARRANTIES. The Company makes to Maxim all of the representations and warranties which the Company makes to the Purchasers
in the Securities Purchase Agreement, and in addition makes the following representation:


 


FINRA Affiliations.
There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the
Company, any five percent (5%) or greater stockholder of the Company, except as set forth in the Base Prospectus.


 


SECTION 4. REPRESENTATIONS
OF MAXIM. Maxim represents and warrants that it is (i) a member in good standing of FINRA, (ii) registered as a broker/dealer
under the Securities Exchange Act of 1934 (the “Exchange Act”), and (iii) licensed as a broker/dealer under the laws
of the States applicable to the offers and sales of Securities by Maxim. Maxim will immediately notify the Company in writing of
any change in its status as such. Maxim covenants that it will use its reasonable best efforts to conduct the Transaction hereunder
in compliance with the provisions of this Agreement and the requirements of applicable law. Except as required by law or as contemplated
by this agreement, Maxim will keep confidential all material nonpublic information, including information regarding the Transaction
contemplated hereunder, provided to it by the Company or its affiliates or advisors and use such information only for the purposes
contemplated herein.


 


Members
FINRA & SIPC


405
Lexington Avenue * New York, NY10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com



 






     


     


    

 





Adamis Pharmaceuticals Corporation





February 20, 2020





Page 5


 







 


SECTION 5. INDEMNIFICATION.
The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination or
expiration of this Agreement.


 


SECTION 6. ENGAGEMENT
TERM. Maxim’s engagement hereunder shall become effective on the date hereof and shall continue until the earlier of
(i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next
sentence (such date, the “Termination Date”). After an initial period of one (1) month from the date hereof,
the engagement may be terminated at any time by either party upon seven (7) days written notice to the other party, effective upon
receipt of written notice to that effect by the other party, provided that to the extent that the Company has executed one or more
Purchase Agreements in respect of the Placement, the Company may not terminate this Agreement until the earlier of the Closing
Date or the termination of such Purchase Agreements. If within twelve (12) months following a closing of the Placement or termination,
the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than
the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted
by Maxim during the term of this Agreement, then the Company will pay Maxim upon the closing of such financing the compensation
set forth in Section 1 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality,
indemnification, contribution and the Company’s obligations to pay fees and reimburse expenses earned or due prior to the
termination of the Agreement contained herein and the Company’s obligations contained in the Indemnification Provisions will
survive any expiration or termination of this Agreement. Maxim agrees not to use any confidential information concerning the Company
provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.


 


SECTION 7. LEAD
MANAGER INFORMATION. The Company agrees that any information or advice rendered by Maxim in connection with this engagement
is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law,
the Company will not disclose or otherwise refer to the advice or information in any manner without Maxim’s prior written
consent.


 


SECTION 8. NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person
or entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges
and agrees that Maxim is and shall not be construed to be a fiduciary of the Company and shall have no duties or liabilities to
the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of Maxim hereunder,
all of which are hereby expressly waived.


 


Members
FINRA & SIPC


405
Lexington Avenue * New York, NY10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com



 






     


     


    

 





Adamis Pharmaceuticals Corporation





February 20, 2020





Page 6


  


SECTION 9. CLOSING.
The obligations of Maxim and the closing of the sale of the Securities hereunder are subject to the accuracy, when made and on
the Closing Date, of the representations and warranties on the part of the Company and its Subsidiaries contained herein, to the
accuracy of the statements of the Company and its Subsidiaries made in any certificates pursuant to the provisions hereof, to the
performance by the Company and its Subsidiaries of their obligations hereunder, and to each of the following additional terms and
conditions:


 


(A)       No
stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose
shall have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission
(to be included in the Registration Statement, the Base Prospectus or the Prospectus Supplement or otherwise) shall have been complied
with.


 


(B)       All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Securities, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal
matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects
to Maxim, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to
enable them to pass upon such matters.


 


(C)       Maxim
shall have received from outside counsel to the Company such counsel’s written opinion, addressed to Maxim and the Purchasers
dated as of the Closing Date, in form and substance reasonably satisfactory to Maxim.


 


(D)       Neither
the Company nor any of its Subsidiaries (i) shall have sustained since the date of the latest audited financial statements included
or incorporated by reference in the Base Prospectus, any loss or interference with its business from fire, explosion, flood, terrorist
act or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth in or contemplated by the Base Prospectus and (ii) since such date there shall not have been
any change in the capital stock or long-term debt of the Company or any of its Subsidiaries or any change, or any development involving
a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity,
results of operations or prospects of the Company and its Subsidiaries, otherwise than as set forth in or contemplated by the Base
Prospectus, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of Maxim, so material and
adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the
manner contemplated by the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement.


 


(E)       The
Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares shall be listed list, subject to notice
of issuance, on the Nasdaq Capital Market.


 


(F)       No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely
affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order
of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which
would prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the
business or operations of the Company.


 


Members
FINRA & SIPC


405
Lexington Avenue * New York, NY10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com



 






     


     


    

 





Adamis Pharmaceuticals Corporation





February 20, 2020





Page 7










 


(G)       The
Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Placement, including
as an exhibit thereto this Agreement.


 


(H)       The
Company shall have entered into Purchase Agreements with each of the Purchasers and such agreements shall be in full force and
effect and shall contain representations and warranties of the Company as agreed between the Company and the Purchasers.


 


(I)       FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by Maxim, make or authorize Maxim’s
counsel to make on the Company’s behalf, an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA
Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith.


 


(J)       Prior
to the Closing Date, the Company shall have furnished to Maxim such further information, certificates and documents as Maxim may
reasonably request.


 


SECTION 10. GOVERNING
LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to
agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior
written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement
or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the
courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this
Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction
of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a Transaction
Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


Members
FINRA & SIPC


405
Lexington Avenue * New York, NY10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com



 






     


     


    

 





Adamis Pharmaceuticals Corporation





February 20, 2020





Page 8










 


SECTION 11. ENTIRE
AGREEMENT/MISCELLANEOUS. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter
hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will
not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect.
This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by Maxim and the Company.
The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery
and/or exercise of the Securities, as applicable. This Agreement may be executed in two or more counterparts, all of which when
taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission or a “.pdf” format file, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as
if such facsimile signature page were an original thereof.


 


SECTION 12. CONFIDENTIALITY.
Maxim (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except as required
by applicable law or stock exchange requirement, regulation or legal process), without the Company’s prior written consent,
disclose to any person any Confidential Information, and (ii) will not use any Confidential Information other than in connection
with its evaluation of the Transaction. Maxim further agrees to disclose the Confidential Information only to its Representatives
who need to know the Confidential Information for the purpose of evaluating the Transaction, and who are informed by Maxim of the
confidential nature of the Confidential Information. The term “Confidential Information” shall mean, all confidential,
proprietary and non-public information (whether written, oral or electronic communications) furnished by the Company to Maxim or
its Representatives in connection with Maxim’s evaluation of the Transaction. The term “Confidential Information”
will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by Maxim
or its Representatives in violation of this Agreement, (ii) is or becomes available to Maxim or any of its Representatives on a
nonconfidential basis from a third-party, (iii) is known to Maxim or any of its Representatives prior to disclosure by the Company
or any of its Representatives, (iv) is or has been independently developed by Maxim and/or the Representatives without use of any
Confidential Information furnished to it by the Company, or (v) is required to be disclosed pursuant to applicable legal or regulatory
authority.. The term “Representatives” shall mean a party's directors, board committees, officers, employees, financial
advisors, attorneys and accountants. This provision shall be in full force until the earlier of (a) the date that the Confidential
Information ceases to be confidential and (b) two years from the date hereof.


 


Members
FINRA & SIPC


405
Lexington Avenue * New York, NY10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com



 






     


     


    

 





Adamis Pharmaceuticals Corporation





February 20, 2020





Page 9










 


SECTION 13. NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time)
on a business day, (b) the next business day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New
York City time) on any business day, (c) the business day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for
such notices and communications shall be as set forth on the signature pages hereto.


 


[Signature page follows]


 


We are excited about this equity offering and look forward
to working with you. Please confirm that the foregoing correctly sets forth our agreement by signing and returning the enclosed
copy of this Agreement.





	 	 	 	 
	 	Very truly yours,
	 	 	 	 
	 	 	Maxim Group LLC
	 	 	 
	 		By:	/s/
Jim Alfaro
	 	 	 	Jim Alfaro
	 	 	 	Senior Managing Director, Healthcare
Investment Banking
	 	 	 	 
	 		By:	/s/
Clifford Teller
	 	 	 	 Clifford Teller, Exec. Managing
Director 
	 	 	 	& Head of
Investment Banking
	 	 	 	 
	 	Address for notice:
	 	405 Lexington Avenue
	 	2nd Floor
	 	New York, NY 10174



  


Accepted and Agreed to as of





the date first written above:


 


Members
FINRA & SIPC


405
Lexington Avenue * New York, NY10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com



 






     


     


    




 





Adamis Pharmaceuticals Corporation





February 20, 2020





Page 10



 


ADAMIS PHARMACEUTICALS CORPORATION 





	 	 	 
	By:	/s/ Dennis J. Carlo	 
	 	Name: Dennis J. Carlo	 
	 	Title:
President/CEO	 



 


Address for notice:





Adamis Pharmaceuticals Corporation





11682 El Camino Real





San Diego, CA 92130


 


Members
FINRA & SIPC


405
Lexington Avenue * New York, NY10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com



 




     


     


    

 


 





Adamis Pharmaceuticals Corporation





February 20, 2020





Page 11



ADDENDUM


 


INDEMNIFICATION PROVISIONS


 


In connection with
the engagement of Maxim Group LLC (“Maxim”) by Adamis Pharmaceuticals Corporation (the “Company”)
pursuant to a letter agreement dated February 20, 2020, between the Company and Maxim, as it may be amended from time to time in
writing (the “Agreement”), the Company hereby agrees as follows:


 


		1.	To the extent permitted by law, the Company will indemnify Maxim and each of its affiliates, directors,
officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section
20 of the Securities Exchange Act of 1934) against all losses, claims, damages, expenses and liabilities, as the same are incurred
(including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to
the Agreement, except, with regard Maxim, to the extent that any losses, claims, damages, expenses or liabilities (or actions in
respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly
from Maxim’s willful misconduct or gross negligence in performing the services described herein, as the case may be.



 


		2.	Promptly after receipt by Maxim of notice
of any claim or the commencement of any action or proceeding with respect to which Maxim is entitled to indemnity hereunder, Maxim
will notify the Company in writing of such claim or of the commencement of such action or proceeding, and the Company will assume
the defense of such action or proceeding and will employ counsel reasonably satisfactory to Maxim and will pay the fees and expenses
of such counsel. Notwithstanding the preceding sentence, Maxim will be entitled to employ counsel separate from counsel for the
Company and from any other party in such action if counsel for Maxim reasonably determines that it would be inappropriate under
the applicable rules of professional responsibility for the same counsel to represent both the Company and Maxim. In such event,
the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company. The Company will have
the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding
without the prior written consent of Maxim, which will not be unreasonably withheld, unless such settlement (x) includes
an unconditional release of Maxim from all liability on claims that are the subject matter of such proceeding and (y) does not
include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of Maxim.



 


		3.	The Company agrees to notify Maxim promptly of the assertion against it or any other person of
any claim or the commencement of any action or proceeding relating to a transaction contemplated by the Agreement.



 


Members
FINRA & SIPC


405
Lexington Avenue * New York, NY10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com



 






     


     


    




 





Adamis Pharmaceuticals Corporation





February 20, 2020





Page 12



 


		4.	If for any reason the foregoing indemnity is unavailable to Maxim or insufficient to hold Maxim
harmless, then the Company shall contribute to the amount paid or payable by Maxim, as the case may be, as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company
on the one hand, and Maxim on the other, but also the relative fault of the Company on the one hand and Maxim on the other that
resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or
payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal
or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions
hereof, Maxim’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be
received, by Maxim under the Agreement (excluding any amounts received as reimbursement of expenses incurred by Maxim).



 


		5.	These Indemnification Provisions shall remain in full force and effect whether or not the transaction
contemplated by the Agreement is completed and shall survive the termination of the Agreement, and shall be in addition to any
liability that the Company might otherwise have to any indemnified party under the Agreement or otherwise.



 





	 	 	 	 
	 	Very truly yours,
	 	 	 	 
	 	 	Maxim Group, LLC
	 	 	 
	 		By:	/s/
Jim Alfaro
	 	 	 	Jim Alfaro
	 	 	 	Senior Managing Director, Healthcare
Investment Banking
	 	 	 	 
	 		By:	/s/
Clifford Teller
	 	 	 	 Clifford Teller, Exec. Managing
Director 
	 	 	 	& Head of
Investment Banking
	 	 	 	 
	 	Address for notice:
	 	405 Lexington Avenue
	 	2nd Floor
	 	New York, NY 10174


 





 


Accepted and Agreed to as of





the date first written above:


 


Members
FINRA & SIPC


405
Lexington Avenue * New York, NY10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com



 






     


     


    

 


 





Adamis Pharmaceuticals Corporation





February 20, 2020





Page 13



 


ADAMIS PHARMACEUTICALS CORPORATION 





	 	 	 
	By:	/s/ Dennis J. Carlo	 
	 	Name: Dennis J. Carlo	 
	 	Title:
President/CEO	 



 


Address for notice:





Adamis Pharmaceuticals Corporation





11682 El Camino Real





San Diego, CA 92130



 


Members
FINRA & SIPC


405
Lexington Avenue * New York, NY10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com