Adamis
Pharmaceuticals Corporation

     

    STOCK
REPURCHASE AGREEMENT

     

    THIS STOCK REPURCHASE AGREEMENT
(this “Agreement”) is
made as of the 3rd day of
November 2008 by and between Adamis
Pharmaceuticals Corporation, a Delaware corporation (the “Company”),
and Dennis J. Carlo (“Stockholder”).

     

    Whereas, the Stockholder owns six
million one hundred sixty eight thousand (6,168,000) shares of the Common Stock
of the Company (the “Stock”)
which he purchased at $0.001 per share (the “Per-Share
Purchase Price”); and

     

    Whereas, the Stockholder became
an employee of the Company on October 1, 2006 “the Vesting
Commencement Date”; and

     

    Whereas,
on or about October 28, 2008, the Company declined its right of first refusal
and approved the sale and transfer from Richard Frost to Purchaser an aggregate
two hundred thousand (200,000) shares of the Common Stock of the Company subject
to the terms and conditions set forth in the Stock Purchase Agreement dated
April 17, 2007; and

     

    Whereas, the Stockholder agrees
to designate all the six million three hundred sixty eight thousand (6,368,000)
shares of the Common Stock as being "Repurchasable
Stock;" and

     

    Whereas, the Stockholder executed
a Stock
Repurchase Agreement with the Company effective as of the 20th day of
September, 2008; and

     

    Whereas, the Company wishes to
replace the previous Stock
Repurchase Agreement effective September 20, 2008 with this Stock
Repurchase Agreement;

     

    Now,
THEREFORE, IT IS AGREED
between the parties as follows:

     

    1.
REPURCHASE OPTIONS.
In addition to any restrictions imposed by the Bylaws of the Company, the
Company has two independent options to repurchase the Repurchasable Stock:
Performance; and Time-Based (collectively referred to herein as the "Repurchase
Options"). Each reference to Repurchasable Stock in this Agreement shall
mean the number of shares of Repurchasable Stock after giving effect to any
adjustment in the aggregate number of shares of Repurchasable Stock as a result
of the exercise of any of the preceding Repurchase Options. The Repurchase
Options may be triggered by one of the following Repurchase Events ("Repurchase
Event"):

     

    (a)           Performance-Based Repurchase Option.
A Repurchase Option will occur on June 30, 2010. Notwithstanding the
provisions of Section 1(b), all of Stockholder’s shares of Repurchasable Stock
shall be subject to a performance-based repurchase option in favor of the
Company (the “Performance
Repurchase Option”). This
Performance Repurchase Option will lapse upon the earlier to occur of clause (i)
or (ii) below:

     

    (i)
Adamis Laboratories, Inc. reports financial results in any two sequential fiscal
quarters that meet both of the two criteria set forth below:

     

    (1) net
revenue is in excess of $3.5 million in the two sequential quarters,
and


    
      
         


      

      
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    (2)
operating profit before product development expenses of at least 15% of
net revenue during the same two sequential quarters.

     

    For
purposes of this section 1.(a)(i), net revenue shall be determined in accordance
with Generally Accepted Accounting Principles and defined as gross product sales
reduced by returns, discounts, allowances and royalties. Operating profit shall
be determined in accordance with Generally Accepted Accounting Principles and
defined as net sales less cost of goods sold less sales, general and
administrative expenses, depreciation, and amortization. It specifically
excludes interest extraordinary expenses and product development
expenses.

     

    (ii) the
volume weighted average price of the Company’s common stock is at an average
price in excess of $1.00 per share, as reported by the exchange on which the
Company's common stock is then trading, during twenty (20) consecutive trading
days.

     

    If the
criteria have not been met, the Company shall be entitled to repurchase the
fraction of Stockholder's aggregate shares of Repurchasable Stock determined by
dividing (1) the difference between (A) $3,500,000 and (B) the amount of net
revenue reported in the quarter ending June 30, 2010, by (2)
$3,500,000.

     

    For
purposes of illustrating the effect of the Performance Repurchase Option, assume
that an individual holds 1,000,000 shares of Repurchasable Stock and that for
the quarter ending on June 30, 2010 the reported net revenue of the Company is
$3,000,000. The Company would have the right to repurchase 142,857 shares of
Repurchasable Stock (i.e., $500,000/$3,500,000 X 1,000,000). Stockholder would
then hold 857,143 shares of Repurchasable Stock.

     

    (b) Time-Based Repurchase Option.
A Repurchase Event will also occur if the Stockholder’s relationship with
the Company or any of its Affiliates terminates for any reason (including death
or disability), or for no reason, with or without cause, such that after such
termination Stockholder is no longer an employee of, or consultant to, the
Company or any of its Affiliates. For purposes of the preceding sentence, a
party shall be deemed to control an entity if such party directly or indirectly
owns more than 50% of the voting interests in such entity.

     

    (i) One
hundred percent (100%) of the Repurchasable Stock shall initially be subject to
the Time-Based Repurchase Option. On the first anniversary of the Vesting
Commencement Date, one-third (1/3) of the Time-Based Repurchase Option shares,
or such lesser amount as is determined after giving effect to any exercise of
the Performance Repurchase Option, of the Repurchasable Stock shall lapse and be
released from the Time-Based Repurchase Option. Thereafter, an additional
one-third (1/3) of the Repurchasable Stock shall be released from the Time-Based
Repurchase Option on the second anniversary of the Vesting Commencement Date,
and an additional one-third (1/3) of the Repurchasable Stock shall be released
from the Time-Based Repurchase Option on the third anniversary of the Vesting
Commencement Date.

     

    (ii)          
 In the event of Stockholder's death or Disability (as defined below), the
Time-Based Repurchase Option shall lapse with respect to all of Stockholder's
shares of Repurchasable Stock, but remain subject to the Performance Repurchase
Options.


    
      
         


      

      
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    (iii)           In
the event of a Corporate Transaction (as defined below), the Repurchase Options
shall lapse with respect to all of Stockholder's shares of Repurchasable
Stock.  A “Corporate
Transaction” shall mean either (a) an Acquisition; or (b) an Asset
Transfer where: “Acquisition”
shall mean (A) any consolidation or merger of the Company with or into
any other corporation or other entity or person, or any other corporate
reorganization, in which the capital stock of the Company immediately prior to
such consolidation, merger or reorganization, represents less than 50% of the
voting power of the surviving entity (or, if the surviving entity is a wholly
owned subsidiary, its parent) immediately after such consolidation, merger or
reorganization; or (B) any transaction or series of related transactions to
which the Company is a party in which in excess of fifty percent (50%) of the
Company's voting power is transferred; provided that an Acquisition shall not
include (x) any consolidation or merger effected exclusively to change the
domicile of the Company, or (y) any transaction or series of transactions
principally for bona fide equity financing purposes in which cash is received by
the Company or any successor or indebtedness of the Company is cancelled or
converted or a combination thereof; and “Asset Transfer”
shall mean a sale, lease, exclusive license or other disposition of all
or substantially all of the assets of the Company.

     

    (iv)           For
purposes of the Time-Based Repurchase Option, “Cause”
shall mean misconduct,
including:

     

    (1)           the
willful failure of Stockholder to follow the good faith directions of the
Company's Board of Directors (the “Adamis
Board”), or any other Company personnel to whom Stockholder reports after
written notice thereof and a ten (10) day opportunity to cure;

     

    (2)           any
act by Stockholder of fraud or dishonesty, misappropriation or embezzlement, or
willful misconduct or gross negligence in connection with the performance of any
of Stockholder's duties to or for the Company, as reasonably and in good faith
determined by the Adamis Board;

     

    (3)           a
material breach by Stockholder of this Agreement or his employment agreement
with the Company (the “Employment
Agreement”), the
lawful written policies of the Company, any contractual or legal duty to the
Company or any of its Affiliates, or any guidelines or procedures of the Company
provided such policies, guidelines and procedures have been provided to or
otherwise made available to the Stockholder, after written notice thereof from
the Company and a ten (10) day opportunity to cure in the event that such breach
was not willful;

     

    (4)           the
conviction of Stockholder of a felony or a crime involving moral turpitude
(including pleading guilty or no contest to such crime), whether or not such
felony or crime was committed in connection with the business of the Company or
its Affiliates; or

     

    (5)           any
act of Stockholder which injures or could reasonably be expected to injure the
reputation, business or business relationships of the Company or its
Affiliates.

     

    (v) For
purposes of the Time-Based Repurchase Option, “Good Cause”
shall mean:

     

    (1)           the
Company commits a material breach of its obligations under the Employment
Agreement and fails to cure such breach within twenty (20) business days
following receipt of notice of such breach; or


    
      
         


      

      
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    (2)           Stockholder’s
principal office is relocated 100 or more miles from its present location,
except for required travel by Stockholder on the Company’s or any of its
Affiliates’ business.

     

    (vi) For
purposes of the Time-Based Repurchase Option, “Disability”
shall mean the inability of a person, in the opinion of a qualified
physician acceptable to the Company, to perform the major duties of that
person’s position with the Company or any of its Affiliates because of the
sickness or injury of the person.

     

    2. EXERCISE OF
REPURCHASE OPTIONS.

     

    (a) If a Repurchase Event, as
defined above, occurs, the Company shall have an irrevocable option, for a
period of ninety (90) days after said Repurchase Event (or such longer period as
may be agreed to by the Company and the Stockholder) to repurchase from
Stockholder (or Stockholder's personal representative, as the case may be) at
$0.001 per share (“Option
Price”), up
to but not exceeding the number of shares of Repurchasable Stock subject to that
Repurchase Option as of the date of such Repurchase Event. Stockholder hereby acknowledges that the Company has no
obligation, either now or in the future, to repurchase any of the shares of
Stock, whether vested or unvested, at any time.

     

    (b) The Repurchase Options
shall be exercised by written notice signed by an officer of the Company or by
any assignee or assignees of the Company and delivered or mailed as provided in
Section 13(a). Such notice shall identify the number of shares of Repurchasable
Stock to be purchased and shall notify Stockholder of the time, place and date
for settlement of such purchase, which shall be scheduled by the Company within
the applicable term of the Repurchase Option set forth in Section 1 above. The
Company shall be entitled to pay for any shares of Repurchasable Stock purchased
pursuant to its Repurchase Option in cash or by offset against any indebtedness
owing to the Company by Stockholder, or by a combination of both, as determined
by the Company in its sole discretion. Upon delivery of such notice and payment
of the purchase price in any of the ways described above, the Company shall
become the legal and beneficial owner of the Repurchasable Stock being
repurchased and all rights and interest therein or related thereto, and the
Company shall have the right to transfer to its own name the Repurchasable Stock
being repurchased by the Company or take any other action with respect to such
Repurchasable Stock, without further action by Stockholder.

     

    3.           ADJUSTMENTS TO REPURCHASABLE
STOCK. If, from time to time, during the term of the Repurchase Options
there is any change affecting the Company's outstanding Common Stock as a class
that is effected without the receipt of consideration by the Company (through
merger, consolidation, reorganization, reincorporation, stock dividend, dividend
in property other than cash, stock split, liquidating dividend, combination of
shares, change in corporation structure or other transaction not involving the
receipt of consideration by the Company), then any and all new, substituted or
additional securities or other property to which Stockholder is entitled by
reason of Stockholder's ownership of the Repurchasable Stock shall be
immediately subject to the Repurchase Options and be included in the word
“Repurchasable Stock” for all purposes of the Repurchase Options with the same
force and effect as the shares of the Repurchasable Stock presently subject to
the Repurchase Options, but only to the extent the Repurchasable Stock is, at
the time, covered by such Repurchase Options. While the total Option Price shall
remain the same after each such event, the Option Price per share of
Repurchasable Stock upon exercise of the Repurchase Options shall be
appropriately adjusted.

     

    4.           [RESERVED
TO RETAIN NUMBERING]


    
      
         


      

      
        4.

        
          

        

      

      
         


      

    

     

    5.           TERMINATION OF REPURCHASE
OPTIONS. Sections 1, 2, 3, and 4 of this Agreement shall terminate upon
the earlier to occur of the exercise in full or expiration of all of the
Repurchase Options.

     

    6.           PARACHUTE
PAYMENTS.

     

    (a)            If
any payment or benefit Stockholder would receive pursuant to a Corporate
Transaction from the Company, its Affiliates or otherwise (“Payment”)
would (i) constitute a “parachute payment” within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for
this sentence, be subject to the excise tax imposed by Section 4999 of the Code
(the “Excise
Tax”), then
such Payment shall be reduced to the Reduced Amount. The “Reduced Amount”
shall be either (x) the largest portion of the Payment that would result
in no portion of the Payment being subject to the Excise Tax or (y) the largest
portion, up to and including the total, of the Payment, whichever amount, after
taking into account all applicable federal, state and local employment taxes,
income taxes, and the Excise Tax (all computed at the highest applicable
marginal rate), results in Stockholder's receipt, on an after-tax basis, of the
greater amount of the Payment notwithstanding that all or some portion of the
Payment may be subject to the Excise Tax. If a reduction in payments or benefits
constituting "parachute payments" is necessary so that the Payment equals the
Reduced Amount, reduction shall occur in the following order unless Stockholder
elects in writing a different order (provided, however, that such
election shall be subject to Company approval if made on or after the date on
which the event that triggers the Payment occurs): reduction of cash payments;
cancellation of accelerated vesting of stock awards; reduction of employee
benefits. In the event that acceleration of vesting of stock award compensation
is to be reduced, such acceleration of vesting shall be cancelled in the reverse
order of the date of grant of Stockholder's stock awards unless Stockholder
elects in writing a different order for cancellation.

     

    (b)             The
accounting firm engaged by the Company for general audit purposes as of the day
prior to the effective date of the Corporate Transaction shall perform the
foregoing calculations. If the accounting firm so engaged by the Company is
serving as accountant or auditor for the individual, entity or group effecting
the Corporate Transaction, the Company shall appoint a nationally recognized
accounting firm to make the determinations required hereunder. The Company shall
bear all expenses with respect to the determinations by such accounting firm
required to be made hereunder.

    


    (c) The
accounting firm engaged to make the determinations hereunder shall provide its
calculations, together with detailed supporting documentation, to the Company
and Stockholder within fifteen (15) calendar days after the date on which
Stockholder's right to a Payment is triggered (if requested at that time by the
Company or Stockholder) or such other time as requested by the Company or
Stockholder. If the accounting firm determines that no Excise Tax is payable
with respect to a Payment, it shall furnish the Company and Stockholder with an
opinion reasonably acceptable to Stockholder that no Excise Tax will be imposed
with respect to such Payment. Any good faith determinations of the accounting
firm made hereunder shall be final, binding and conclusive upon the Company and
Stockholder.


    
      
         


      

      
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    7.
RIGHTS OF STOCKHOLDER.
Subject to the provisions of Sections 8, 10, and 11 herein, Stockholder
shall exercise all rights and privileges of a stockholder of the Company with
respect to the Repurchasable Stock. Stockholder shall be deemed to be the holder
for purposes of receiving any dividends that may be paid with respect to such
shares of Repurchasable Stock and for the purpose of exercising any voting
rights relating to such shares of Repurchasable Stock, even if some or all of
such shares of Repurchasable Stock have not yet been released from the
Repurchase Option.

     

    8.
LIMITATIONS ON TRANSFER.
Stockholder shall not assign, hypothecate, donate, encumber or otherwise
dispose of any interest in the Stock except for any encumbrance by the Company
arising under the Stock Purchase Agreement and except in compliance with the
provisions of this Agreement and applicable securities laws. Furthermore, the
Stock shall be subject to the right of first refusal in favor of the Company or
its assignees that is contained in the Company's Bylaws. In the event the
Company elects not to exercise the right of first refusal the Company may have
on a proposed transfer of the Stock pursuant to the Company's Bylaws, the
Stockholder acknowledges that the Company may, as permitted in the Company's
Bylaws, assign its right of first refusal to other stockholders of the Company.
In the event of such assignment, each assignee of such right of first refusal
shall have a right to purchase its pro rata portion of the
capital stock proposed to be transferred. Each assignee's pro rata portion shall
be equal to the product obtained by multiplying (i) the aggregate number of
shares proposed to be transferred by (ii) a fraction, the numerator of which is
the number of shares of Common Stock held by such assignee at the time of the
proposed transfer and the denominator of which is the total number of shares
owned by all assignees at the time of such proposed transfer. If not all
assignees of such right of first refusal elect to purchase their pro rata
portion of the Stock proposed to be transferred by the Stockholder, then the
Stockholder may transfer the remaining shares of Stock not purchased by such
assignees as provided in the Company’s Bylaws.

     

    9. RESTRICTIVE LEGENDS. All
certificates representing the Stock shall have endorsed thereon legends in
substantially the following forms (in addition to any other legend which may be
required by other agreements between the parties hereto):

    


    (a)            “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL
OPTION IN FAVOR OF THE COMPANY AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE
COMPANY’S BYLAWS.”

     

    (b)            "THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

     

    (c)            Any
additional legend required by the Company's Bylaws, as such may be amended from
time to time.

     

    (d)            Any
legend required by appropriate blue sky officials.

     

    (e)            Any
legend required to enforce the provisions of Section 10 hereof


    
      
         


      

      
        6.

        
          

        

      

      
         


      

    

     

    (f)            With
respect to the Repurchasable Stock only: "THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN OPTIONS AND RESTRICTIONS SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS PREDECESSOR IN
INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS COMPANY.
ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID
WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE ISSUER OF THESE
SHARES."

     

    10.   MARKET STAND-OFF AGREEMENT.
Stockholder shall not sell, dispose of, transfer, make any short sale of,
grant any option for the purchase of, or enter into any hedging or similar
transaction with the same economic effect as a sale, any Common Stock or other
securities of the Company held by Stockholder, including the Repurchasable Stock
(the "Locked-Up
Securities"), during the 180-day period following the effective date of a
registration statement of the Company filed under the Act (the "Lock Up Period")
(or such longer period, not to exceed 18 days after the expiration of the
180-day period, as the underwriters or the Company shall request in order to
facilitate compliance with NASD Rule 2711), provided, however, that
nothing in this Section 10 shall prevent the exercise of any Repurchase Option
during the Lock Up Period. Stockholder agrees to execute and deliver such other
agreements as may be reasonably requested by the Company and/or the managing
underwriter which are consistent with the foregoing or which are necessary to
give further effect thereto. In order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to Stockholder's
Locked-Up Securities until the end of the Lock-Up Period. The underwriters of
the Company's stock are intended third party beneficiaries of this Section 10
and shall have the right, power and authority to enforce the provisions hereof
as though they were a party hereto.

     

    11.   REFUSAL TO TRANSFER. The
Company shall not be required (a) to transfer on its books any shares of
Repurchasable Stock of the Company which shall have been transferred in
violation of any of the provisions set forth in this Agreement or (b) to treat
as owner of such shares or to accord the right to vote as such owner or to pay
dividends to any transferee to whom such shares shall have been so
transferred.

    


    12.   NO EMPLOYMENT RIGHTS. This
Agreement is not an employment contract and nothing in this Agreement shall
affect in any manner whatsoever the right or power of the Company (or any of the
Company's Affiliates) to terminate Stockholder's employment for any reason at
any time, with or without cause and with or without notice.

     

    
      	
              13.

            	
              MISCELLANEOUS.

            


    

     

    (a)           Notices. All notices required
or permitted hereunder shall be in writing and shall be deemed effectively
given: (i) upon personal delivery to the party to be notified, (ii) when sent by
confirmed telex or facsimile if sent during normal business hours of the
recipient, and if not during normal business hours of the recipient, then on the
next business day, (iii) five (5) calendar days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (iv)
one (1) business day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the other party hereto at such party's address
hereinafter set forth on the signature page hereof, or at such other address as
such party may designate by ten (10) days advance written notice to the other
party hereto.

     

    (b)           Successors and Assigns. This
Agreement shall inure to the benefit of the successors and assigns of the
Company and, subject to the restrictions on transfer herein set forth, be
binding upon Stockholder, Stockholder's successors, and assigns. The Repurchase
Options of the Company hereunder shall be assignable by the Company at any time
or from time to time, in whole or in part.


    
      
         


      

      
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    (c)            Attorneys' Fees; Specific
Performance. In any action brought to enforce any provision of this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and costs from the other party to the action or proceeding. For
purposes of this Agreement, the "prevailing party" shall be deemed to be that
party who obtains substantially the result sought, whether by settlement,
mediation, judgment or otherwise, and "attorneys' fees" shall include, without
limitation, the actual attorneys' fees incurred in retaining counsel for advice,
negotiations, suit, or other legal proceeding, including mediation and
arbitration. It is the intention of the parties that the Company, upon exercise
of any of the Repurchase Options and payment therefor, pursuant to the terms of
this Agreement, shall be entitled to receive the Repurchasable Stock, in specie,
in order to have such Repurchasable Stock available for future issuance without
dilution of the holdings of other stockholders. Furthermore, it is expressly
agreed between the parties that money damages are inadequate to compensate the
Company for the Repurchasable Stock and that the Company shall, upon proper
exercise of any of the Repurchase Options, be entitled to specific enforcement
of its rights to purchase and receive said Repurchasable Stock.

     

    (d)            Governing Law; Venue. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware. The parties agree that any action brought by either party to
interpret or enforce any provision of this Agreement shall be brought in, and
each party agrees to, and does hereby, submit to the jurisdiction and venue of,
the appropriate state or federal court for the district encompassing the
Company's principal place of business.

     

    (e)            Further Execution. The parties
agree to take all such further action (s) as may reasonably
be necessary to carry out and consummate this Agreement as soon as practicable,
and to take whatever steps may be necessary to obtain any governmental approval
in connection with or otherwise qualify the issuance of the securities that are
the subject of this Agreement.

     

    (f)            Independent Counsel.
Stockholder acknowledges that this Agreement has been reviewed on behalf
of the Company by Greenberg Traurig, counsel to the Company and that Greenberg
Traurig does not represent, and is not acting on behalf of, Stockholder.
Stockholder has been provided with an opportunity to consult with Stockholder's
own counsel with respect to this Agreement.

     

    (g)            Entire Agreement; Amendment.
This Agreement, the Stock Purchase Agreement and the Employment Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersedes and merges all prior agreements or understandings
with respect to the subject matter hereof, whether written or oral. This
Agreement may not be amended, modified or revoked, in whole or in part, except
by an agreement in writing signed by each of the parties hereto.

     

    (h)            Severability. If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith. In the event that
the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision were
so excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.


    
      
         


      

      
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    (i)            Release. As a condition of
receiving the benefits under Sections 1(d)(ii) and 1(b)(iv) of this Agreement to
which Stockholder would not otherwise be entitled, Stockholder shall execute a
release in the form attached hereto as Exhibit A (the "Release").
Unless the Release is executed by Stockholder, delivered to the Company
within twenty-one (21) days after the termination of Stockholder's employment
with the Company and deemed effective pursuant to its terms, Stockholder shall
not receive any of the accelerated vesting benefits provided for under this
Agreement.

     

    (j)            Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.

     

    (k) California Corporate Securities
Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT
HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE
OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH
CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE
EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION
FROM SUCH QUALIFICATION BEING AVAILABLE.


    
      
         


      

      
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    In Witness
Whereof, the parties hereto have executed this Agreement as of the day
and year first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                     Adamis
      Pharmaceuticals corporation 

                                  
	  
      	  
      
	  
      	
                                     By: 

                                  	 /s/
      Dennis J. Carlo  
	  
      	  
      	  
      
	  
      	
                                     Title: 

                                  	 CEO  
      
	  
      	  
      	  
      
	   	 Address:      2658
      Del Mar Heights Road, #555  
	   	                        Del
      Mar, CA
92014 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Stockholder
acknowledges and agrees that the vesting of Stock pursuant to Section 1
hereof is earned only by continuing service as an employee or consultant at the
will of the Company or its Affiliates. Stockholder further acknowledges and
agrees that nothing in this agreement shall confer upon Stockholder any right
with respect to continuation of such employment or consulting relationship with
the Company or its Affiliates, nor shall it interfere in any way with
Stockholder’s right or the right of the Company or its Affiliates to terminate
Stockholder’s employment or consulting relationship at any time, with or without
cause.

     

    Stockholder
acknowledges and agrees that Stockholder must bear the economic risk of this
investment indefinitely unless the repurchasable Stock is registered pursuant to
the Securities Act or an exemption from registration is available, and that the
Company has no obligation to repurchase such repurchasable Stock. Stockholder
further acknowledges that any risk related to the fluctuation in the value of
the repurchasable stock from and after the date hereof, including any losses to
Stockholder as a result of Company’s exercise of any of its repurchase options
pursuant to Section 1, shall be borne by Stockholder.

    


    Stockholder
acknowledges that Stockholder has had an opportunity to consult Stockholder’s
own tax, legal and financial Advisors regarding the acquisition of common stock
under the Stock Purchase Agreement and the restrictions relating to such stock
under this Agreement.

    


    Stockholder
acknowledges and agrees that in making the decision to acquire the common stock
under the Stock Purchase Agreement Stockholder has not relied on any statement,
whether written or oral, regarding the subject matter hereof, except as
expressly provided in the Stock Purchase Agreement and herein and in the
attachments and exhibits thereto and hereto.

    


    
      
        
          
            
              	 
      	
                       Stockholder: 

                    
	  
      	  
      
	   	 /s/
      Dennis J. Carlo   
	  
      	
                       Dennis
      J.
Carlo 

                    


            

          

        

      

    


    
      
         


      

      
        10.

        
          

        

      

      
         


      

    

    


    Exhibit
A

     

    RELEASE
AGREEMENT

     

    I
understand that my position with Adamis Pharmaceuticals Corporation. (the "Company")
terminated effective _______________________ (the "Separation
Date"). The Company has agreed that if I
choose to sign this Release, the Company will extend to me certain benefits
(minus the standard withholdings and deductions, if applicable) pursuant to the
terms of the Stock Repurchase Agreement (the "Agreement')
entered into as of November 3, 2008, between myself and the Company, and
any agreements incorporated therein by reference. I understand that I am not
entitled to such benefits unless I sign this Release. I understand that,
regardless of whether I sign this Release, the Company will pay me all of my
accrued salary and vacation through the Separation Date, to which I am entitled
by law.

     

    In
consideration for the benefits I am receiving under the Agreement, I hereby
release the Company and its officers, directors, agents, attorneys, employees,
stockholders, and Affiliates from any and all claims, liabilities, demands,
causes of action, attorneys' fees, damages, or obligations of every kind and
nature, whether they are now known or unknown, arising at any time prior to the
date I sign this Release. This general release includes, but is not limited to:
all federal and state statutory and common law claims, claims related to my
employment or the termination of my employment or related to breach of contract,
tort, wrongful termination, discrimination, wages or benefits, or claims for any
form of equity or compensation. Notwithstanding the release in the preceding
sentence, I am not releasing any right of indemnification I may have for any
liabilities arising from my actions within the course and scope of my employment
with the Company.

     

    In
releasing claims unknown to me at present, I am waiving all rights and benefits
under Section 1542 of the California Civil Code, and any law or legal principle
of similar effect in any jurisdiction: "A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at
the time of executing the release, which if known by him must have materially
affected his settlement with the debtor."

     

    If I am
forty (40) years of age or older as of the Separation Date, I acknowledge that I
am knowingly and voluntarily waiving and releasing any rights I may have under
the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"). I
also acknowledge that the consideration given for the waiver in the above
paragraph is in addition to anything of value to which I was already entitled. I
have been advised by this writing, as required by the ADEA that: (a) my waiver
and release do not apply to any claims that may arise after my signing of this
Release; (b) I should consult with an attorney prior to executing this Release;
(c) I have twenty-one (21) days within which to consider this Release (although
I may choose to voluntarily execute this Release earlier); (d) I have seven (7)
days following the execution of this release to revoke the Release; and (e) this
Release will not be effective until the eighth day after this Release has been
signed both by me and by the Company ("Effective
Date").

     

    Agreed:

     

    
      
        
          
            	 
      	 	  
        
	
                    Date

                  	 	
                    Dennis
      J. Carlo

                  


          

        

      

    


    
      
         


      

      
        11.

        
          

        

      

      
         


      

    

     

    ADAMIS
PHARMACEUTICALS CORPORATION.

     

    
      
        
          
            
              
                	
                        By:

                      	 
      	 
	 
      	 
      	 
	
                        Name:

                      	 
      	 
	 
      	 
      	 
	
                        Title:

                      	 
      	 


              

            

          

        

      

    


    
      
         


      

      
        12.