ADAMIS
PHARMACEUTICAL CORPORATION

    2009
EQUITY INCENTIVE PLAN

     

    OPTION
AGREEMENT

    (INCENTIVE
STOCK OPTION OR NONSTATUTORY STOCK OPTION)

     

            Pursuant
to your Stock Option Grant Notice ("Grant
Notice") and this Option Agreement, Adamis Pharmaceuticals Corporation
(the "Company")
has granted you an option under its 2009 Equity Incentive Plan (the "Plan") to
purchase the number of shares of the Company's Common Stock indicated in your
Grant Notice at the exercise price indicated in your Grant Notice. Defined terms
not explicitly defined in this Option Agreement but defined in the Plan shall
have the same definitions as in the Plan.

     

            The
details of your option are as follows:

     

            1.    VESTING.    Subject
to the limitations contained herein, your option will vest as provided in your
Grant Notice, provided that vesting will cease upon the termination of your
Continuous Service.

     

            2.    NUMBER OF
SHARES AND EXERCISE PRICE.    The number of shares of
Common Stock subject to your option and your exercise price per share referenced
in your Grant Notice may be adjusted from time to time for any Capitalization
Adjustment.

     

            3.    EXERCISE
RESTRICTION FOR NON-EXEMPT EMPLOYEES.    If you are
an Employee eligible for overtime compensation under the Fair Labor Standards
Act of 1938, as amended (i.e., a "Non-Exempt
Employee"), you may not exercise your option until you have completed at
least six (6) months of Continuous Service measured from the Date of Grant
specified in your Grant Notice, notwithstanding any other provision of your
option.

     

            4.    METHOD OF
PAYMENT.    Payment of the exercise price is due in
full upon exercise of all or any part of your option. You may elect to make
payment of the exercise price in cash or by check or in any other manner permitted by your
Grant Notice, which may include one or more of the
following:

     

            (a)   Bank
draft or money order payable to the Company.

     

            (b)   In the
Company's sole discretion at the time your option is exercised and provided that
at the time of exercise the Common Stock is publicly traded and quoted regularly
in The Wall Street
Journal, pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board that, prior to the issuance of Common
Stock, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds.

     

            (c)   In the
Company's sole discretion at the time your option is exercised and provided that
at the time of exercise the Common Stock is publicly traded and quoted regularly
in The Wall Street
Journal, by delivery to the Company (either by actual delivery or
attestation) of already-owned shares of Common Stock that are owned free and
clear of any liens, claims, encumbrances or security interests, and that are
valued at Fair Market Value on the date of exercise. "Delivery" for these
purposes, in the sole discretion of the Company at the time you exercise your
option, shall include delivery to the Company of your attestation of ownership
of such shares of Common Stock in a form approved by the Company.
Notwithstanding the foregoing, you may not exercise your option by tender to the
Company of Common Stock to the extent such tender would violate the provisions
of any law, regulation or agreement restricting the redemption of the Company's
stock.

     

            (d)   By a "net
exercise" arrangement pursuant to which the Company will reduce the number of
shares of Common Stock issued upon exercise by the largest whole number of
shares with a Fair Market Value that does not exceed the aggregate exercise
price; provided,
however, that the Company shall accept a cash or other payment from you
to the extent of any remaining balance of the aggregate exercise price not
satisfied by such reduction in the number of whole shares to be issued; provided, further, that
shares of Common Stock will no longer be outstanding under your option and will
not be exercisable thereafter to the extent that (i) shares are used to pay
the exercise price pursuant to the "net exercise," (ii) shares are
delivered to you as a result of such exercise, and (iii) shares are
withheld to satisfy tax withholding obligations.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

            (e)   In any
other form of legal consideration that may be acceptable to the
Board.

     

            5.    WHOLE
SHARES.    You may exercise your option only for
whole shares of Common Stock.

     

            6.    SECURITIES
LAW COMPLIANCE.    Notwithstanding anything to the
contrary contained herein, you may not exercise your option unless the shares of
Common Stock issuable upon such exercise are then registered under the
Securities Act or, if such shares of Common Stock are not then so registered,
the Company has determined that such exercise and issuance would be exempt from
the registration requirements of the Securities Act. The exercise of your option
also must comply with other applicable laws and regulations governing your
option, and you may not exercise your option if the Company determines that such
exercise would not be in material compliance with such laws and
regulations.

     

            7.    TERM.    You
may not exercise your option before the commencement or after the expiration of
its term. The term of your option commences on the Date of Grant and expires
upon the earliest of the following:

     

            (a)   immediately
upon the termination of your Continuous Service for Cause;

     

            (b)   three
(3) months after the termination of your Continuous Service for any reason
other than your Disability or death (the "Three Month
Post-Termination Exercise Period");

     

            (c)   twelve
(12) months after the termination of your Continuous Service due to your
Disability;

     

            (d)   eighteen
(18) months after your death if you die either during your Continuous
Service or within three (3) months after your Continuous Service
terminates;

     

            (e)   the
Expiration Date indicated in your Grant Notice;

     

    
      (f)   the day
before the tenth (10th) anniversary of the Date of Grant; or

    

    


    
      (g)   if a
Non-Employee Director, then in accordance with Section 13.7 of the
Plan.

    

     

            If
your option is an Incentive Stock Option, note that to obtain the federal income
tax advantages associated with an Incentive Stock Option, the Code requires that
at all times beginning on the date of grant of your option and ending on the day
three (3) months before the date of your option's exercise, you must be an
employee of the Company or an Affiliate, except in the event of your death or
your permanent and total disability, as defined in Section 22(e) of the
Code. (The definition of disability in Section 22(e) of the Code is
different from the definition of the Disability under the Plan). The Company has
provided for extended exercisability of your option under certain circumstances
for your benefit but cannot guarantee that your option will necessarily be
treated as an Incentive Stock Option if you continue to provide services to the
Company or an Affiliate as a Consultant or Director after your employment
terminates or if you otherwise exercise your option more than three
(3) months after the date your employment with the Company or an Affiliate
terminates.

     

            8.    EXTENSION
OF TERM.    

     

            (a)   If during
any part of the Three Month Post-Termination Exercise Period, your option is not
exercisable solely because of the condition set forth in Section 6, your
option shall not expire until the earlier of the Expiration Date indicated in
your Grant Notice or until it shall have been exercisable for an aggregate
period of three (3) months after the termination of your Continuous
Service.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

            (b)   If during
any part of the Three Month Post-Termination Exercise Period, the sale of shares
issued upon exercise of your option would violate the Company's Insider Trading
Policy, your option shall not expire until the earlier of (i) the
Expiration Date indicated in your Grant Notice, (ii) until it shall have
been exercisable for an aggregate period of three (3) months after the
termination of your Continuous Service during which you can sell the shares
issued upon exercise of your option without violating the Company's Insider
Trading Policy, (iii) the 15th day of
the third month after the date on which your option would cease to be
exercisable but for this section, or (iv) such longer period as would not
cause your option to become subject to Section 409A(a)(1) of the
Code.

     

            (c)   If
(i) you are a Non-Exempt Employee, (ii) you terminate your Continuous
Service within six (6) months after the Date of Grant specified in your
Grant Notice, and (iii) you have vested in a portion of your option at the
time of your termination of Continuous Service, your option shall not expire
until the earlier of (A) the later of the date that is seven
(7) months after the Date of Grant specified in your Grant Notice or the
date that is three (3) months after the termination of your Continuous
Service or (B) the Expiration Date indicated in your Grant
Notice.

     

            9.    EXERCISE.    

     

            (a)   You may
exercise the vested portion of your option during its term by delivering a
Notice of Exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require.

     

            (b)   By
exercising your option you agree that, as a condition to any exercise of your
option, the Company may require you to enter into an arrangement providing for
the payment by you to the Company of any tax withholding obligation of the
Company arising by reason of (1) the exercise of your option, (2) the
lapse of any substantial risk of forfeiture to which the shares of Common Stock
are subject at the time of exercise, or (3) the disposition of shares of
Common Stock acquired upon such exercise.

     

            (c)   If your
option is an Incentive Stock Option, by exercising your option you agree that
you will notify the Company in writing within fifteen (15) days after the
date of any disposition of any of the shares of the Common Stock issued upon
exercise of your option that occurs within two (2) years after the date of
your option grant or within one (1) year after such shares of Common Stock
are transferred upon exercise of your option.

     

            10.    TRANSFERABILITY.    

     

            (i)    Restrictions
on Transfer.    Your option shall not be transferable
except by will or by the laws of descent and distribution and shall be
exercisable during your lifetime only by you; provided, however,that the
Board may, in its sole discretion, permit you to transfer your option in a
manner that is not prohibited by applicable tax and/or securities laws upon your
request. Additionally, if your option is an Incentive Stock Option, the Board
may permit you to transfer your option only to the extent permitted by Sections
421, 422 and 424 of the Code and the regulations and other guidance
thereunder.

     

            (b)    Domestic
Relations Orders.    Notwithstanding the foregoing,
your option may be transferred pursuant to a domestic relations order; provided, however, that if
your option is an Incentive Stock Option, your option shall be deemed to be a
Nonstatutory Stock Option as a result of such transfer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

            (c)    Beneficiary
Designation.    Notwithstanding the foregoing, you
may, by delivering written notice to the Company, in a form provided by or
otherwise satisfactory to the Company, designate a third party who, in the event
of your death, shall thereafter be entitled to exercise your
option.

     

            11.    OPTION NOT
A SERVICE CONTRACT.    Your option is not an
employment or service contract, and nothing in your option shall be deemed to
create in any way whatsoever any obligation on your part to continue in the
employ of the Company or an Affiliate, or of the Company or an Affiliate to
continue your employment. In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective stockholders, Boards of Directors,
Officers or Employees to continue any relationship that you might have as a
Director or Consultant for the Company or an Affiliate.

     

            12.    WITHHOLDING
OBLIGATIONS.    

     

            (a)   At the
time you exercise your option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any
other amounts payable to you, and otherwise agree to make adequate provision for
(including by means of a "cashless exercise" pursuant to a program developed
under Regulation T as promulgated by the Federal Reserve Board to the
extent permitted by the Company), any sums required to satisfy the federal,
state, local and foreign tax withholding obligations of the Company or an
Affiliate, if any, which arise in connection with the exercise of your
option.

     

            (b)   Upon your
request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable legal conditions or restrictions, the Company may
withhold from fully vested shares of Common Stock otherwise issuable to you upon
the exercise of your option a number of whole shares of Common Stock having a
Fair Market Value, determined by the Company as of the date of exercise, not in
excess of the minimum amount of tax required to be withheld by law (or such
lower amount as may be necessary to avoid variable award accounting). If the
date of determination of any tax withholding obligation is deferred to a date
later than the date of exercise of your option, share withholding pursuant to
the preceding sentence shall not be permitted unless you make a proper and
timely election under Section 83(b) of the Code, covering the aggregate
number of shares of Common Stock acquired upon such exercise with respect to
which such determination is otherwise deferred, to accelerate the determination
of such tax withholding obligation to the date of exercise of your option.
Notwithstanding the filing of such election, shares of Common Stock shall be
withheld solely from fully vested shares of Common Stock determined as of the
date of exercise of your option that are otherwise issuable to you upon such
exercise. Any adverse consequences to you arising in connection with such share
withholding procedure shall be your sole responsibility.

     

            (c)   You may
not exercise your option unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise
your option when desired even though your option is vested, and the Company
shall have no obligation to issue a certificate for such shares of Common Stock
or release such shares of Common Stock from any escrow provided for herein
unless such obligations are satisfied.

     

            13.    NOTICES.    Any
notices provided for in your option or the Plan shall be given in writing and
shall be deemed effectively given upon receipt or, in the case of notices
delivered by mail by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the last address you
provided to the Company.

     

            14.    GOVERNING
PLAN DOCUMENT.    Your option is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of your
option, and is further subject to all interpretations, amendments, rules and
regulations, which may from time to time be promulgated and adopted pursuant to
the Plan. In the event of any conflict between the provisions of your option and
those of the Plan, the provisions of the Plan shall control.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ADAMIS
PHARMACEUTICALS CORPORATION

    STOCK
OPTION GRANT NOTICE

    2009
EQUITY INCENTIVE PLAN

     

    Adamis
Pharmaceuticals Corporation (the "Company"),
pursuant to its 2009 Equity Incentive Plan (the "Plan"),
hereby grants to Optionholder an option to purchase the number of shares of the
Company's Common Stock set forth below. This option is subject to all of the
terms and conditions as set forth herein and in the Option Agreement, the Plan
and the Notice of Exercise, all of which are attached hereto and incorporated
herein in their entirety. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Plan or the Option Agreement.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            Optionholder:

                                                          	 	
                                                              

                                                          
	 	 	 
	
                                                            Date
      of Grant:

                                                          	 	
                                                              

                                                          
	 	 	 
	
                                                            Vesting
      Commencement Date:

                                                          	 
      	
                                                              

                                                          
	 	 	 
	
                                                            Number of Shares Subject to Option:

                                                          	 
      	
                                                              

                                                          
	 	 	 
	
                                                            Exercise
      Price (Per Share):

                                                          	 
      	
                                                              

                                                          
	 	 	 
	
                                                            Total
      Exercise Price:

                                                          	 
      	
                                                              

                                                          
	 	 	 
	
                                                            Expiration
      Date:

                                                          	 
      	
                                                             

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              	
                      Type
      of Grant:

                    	 
      	
                       ̈ Incentive
      Stock Option(1)     ̈ Nonstatutory
      Stock Option

                    
	 	 	 
	
                      Exercise Schedule:

                    	 
      	
                      Same
      as Vesting Schedule

                    
	 	 	 
	
                      Vesting
      Schedule:

                    	 
      	
                      [1/4th
      of the shares vest one year after the Vesting Commencement
      Date.

                      1/48th
      of the shares vest monthly thereafter over the next three years.]

                    
	 	 	 
	
                      Payment:

                    	 
      	
                      By
      one or a combination of the following methods of payment (described in the
      Option Agreement):

                    
	 
      	 
      	
                       ̈

                    	 
      	
                      Cash
      or check

                    
	 
      	 
      	
                       ̈

                    	 
      	
                      Bank
      draft or money order payable to the Company Pursuant to a
      Regulation T program (cashless exercise) if the shares are publicly
      traded

                    
	 
      	 
      	
                       ̈

                    	 
      	
                      Delivery
      of already-owned shares if the shares are publicly
  traded

                    
	 
      	 
      	
                       ̈

                    	 
      	
                      By
      net exercise, if the Company has established procedures for net
      exercise

                    


            

          

        

      

    

     

    Additional
Terms/Acknowledgements:    The undersigned
Optionholder acknowledges receipt of, and understands and agrees to, this Stock
Option Grant Notice, the Option Agreement and the Plan. Optionholder further
acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the
Option Agreement and the Plan set forth the entire understanding between
Optionholder and the Company regarding the acquisition of stock in the Company
and supersede all prior oral and written agreements on that subject with the
exception of (i) options and other equity awards previously granted and
delivered to Optionholder under the Plan or any other equity incentive plan of
the Company, and (ii) the following agreements only:

     

    
      
        
          
            
              
                
                  
                    	
                            OTHER AGREEMENTS: 

                          	 
      	
                                

                          
	 	 	 
	 
      	 
      	
                                

                          


                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (1)

    If this
is an Incentive Stock Option, it (plus other outstanding incentive stock options
granted to Optionholder by the Company) cannot be first exercisable for more than
$100,000 in value (measured by exercise price) in any calendar year. Any excess
over $100,000 is a Nonstatutory Stock Option.

    


    
      
        
          
            
              
                
                  	
                          OPTIONHOLDER:

                        	 
      	
                          ADAMIS
      PHARMACEUTICALS CORPORATION

                        
	 
      	 
      	 
      
	
                              

                        	 
      	
                          By:

                        	
                              

                        
	
                          Signature

                        	 
      	 
      	
                          Signature

                        
	 	 	 	 
	
                          Date:

                        	
                              

                        	 
      	
                          Title:

                        	
                              

                        


                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  	
                          Residence
      Address:

                        	
                              

                        	 
      	
                          Date:

                        	
                              

                        
	
                              

                        	 
      	 
      
	 	 	 


                

              

            

          

        

      

    

     

    ATTACHMENTS:    Option
Agreement, 2009 Equity Incentive Plan and Notice of Exercise

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
I

     

    OPTION
AGREEMENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT II

     

    2009
EQUITY INCENTIVE PLAN

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
III

     

    NOTICE
OF EXERCISE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOTICE
OF EXERCISE

     

    ADAMIS
PHARMACEUTICALS CORPORATION

    2658 Del
Mar Heights Rd., 555

    Del Mar,
CA 92014

     

    
      
        	 
      	
                Date of Exercise:
       _____________

              


      

    

     

    Ladies
and Gentlemen:

     

            This
constitutes notice under my stock option that I elect to purchase the number of
shares for the price set forth below.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Type
      of option (check one):

                                          	 
      	
                                            Incentive o

                                          	 
      	
                                            Nonstatutory o

                                          
	 	 	 	 	 
	
                                            Stock
      option grant date:

                                          	 
      	 
      	 
      	 
      
	 	 	 	 	 
	
                                            Number
      of shares as to which option is exercised:

                                          	 
      	 
      	 
      	 
      
	 	 	 	 	 
	
                                            Certificates
      to be issued in name of:

                                          	 
      	 
      	 
      	 
      
	 	 	 	 	 
	
                                            Exercise
      price per share:

                                          	 
      	
                                            $

                                          	 
      	 
      	 
      
	 	 	 	 	 	 
	
                                            Total
      exercise price:

                                          	 
      	
                                            $

                                          	 
      	 
      	 
      
	 	 	 	 	 	 
	
                                            Payment
      delivered herewith:

                                          	 
      	
                                            $

                                          	 
      	 
      	 
      
	 	 	 	 	 	 
	
                                            Form
      of payment:

                                          	 
      	
                                            o

                                          	
                                            Cash
      or check

                                          
	 
      	 
      	
                                            o

                                          	
                                            Bank
      draft or money order payable to the Company

                                          
	 
      	 
      	
                                            o

                                          	
                                            Pursuant
      to a Regulation T program (cashless exercise) if the shares are publicly
      traded

                                          
	 
      	 
      	
                                            o

                                          	
                                            Delivery
      of already-owned shares if the shares are publicly
  traded

                                          
	 
      	 
      	
                                            o

                                          	
                                            Net
      exercise if the Company has established procedures for net
      exercise

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      

    

     

            By
this exercise, I agree (i) to provide such additional documents as you may
require pursuant to the terms of the 2009 Equity Incentive Plan, (ii) to
provide for the payment by me to you (in the manner designated by you) of your
withholding obligation, if any, relating to the exercise of this option, and
(iii) if this exercise relates to an incentive stock option, to notify you
in writing within fifteen (15) days after the date of any disposition of
any of the shares of Common Stock issued upon exercise of this option that
occurs within two (2) years after the date of grant of this option or
within one (1) year after such shares of Common Stock are issued upon
exercise of this option.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

            I
agree that, if required by the Company (or a representative of the underwriters)
in connection with an underwritten registration of the offering of any
securities of the Company under the Securities Act, I will not sell or otherwise
transfer or dispose of any shares of Common Stock or other securities of the
Company during such period following the effective date of the registration
statement of the Company filed under the Securities Act as may be requested by
the Company or the representative of the underwriters. I further agree that the
Company may impose stop-transfer instructions with respect to securities subject
to the foregoing restrictions until the end of such period.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              SUBMITTED
      BY:

                            	 
      	
                              ACCEPTED
      BY:

                               

                            
	 
      	 
      	
                              ADAMIS
      PHARMACEUTICALS CORPORATION

                               

                            
	
                               

                            	 
      	
                              By:

                            	 
      	
                               

                            
	
                              Printed
      Name

                            	
                               

                            	 	 	

                              Signature

                            
	 
      	 
      	
                              Title:

                            	 
      	 
      
	
                               

                            	 
      	
                               

                              Date:

                            	 
      	 
      
	

                              Signature