8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  June 11, 2012

ADAMIS PHARMACEUTICALS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	0-26372	82-0429727
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11455 El Camino Real, Suite 310 Del Mar, CA	92130
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (858) 997-2400

(Former name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry Into a Material Definitive Agreement.

Issuance of 10% Senior Convertible Note to Gemini Master Fund, Ltd.

Adamis Pharmaceuticals Corporation (the “Company”) has completed the closing of a private placement financing transaction (the “June 2012 Financing”) with Gemini Master Fund, Ltd., pursuant to a Securities Purchase Agreement (the “Agreement”).   The Company issued a 10% Senior Convertible Note (the “Gemini Note”) in the aggregate principal amount of $500,000 and 500,000 shares of common stock of the Company, and received gross proceeds of $500,000, excluding transaction costs and expenses.

Interest on the Gemini Note is payable at a rate of 10% per annum and is payable on the maturity date of the Gemini Note.  Principal and accrued and unpaid interest is due and payable nine months after the date of the Gemini Note.  The Gemini Note is convertible into shares of the Company’s common stock at any time at the discretion of the investor at an initial conversion price per share of $0.55, subject to adjustment for stock splits, stock dividends and other similar transactions and subject to the terms of the Gemini Note.  The conversion price is also subject to price anti-dilution adjustments providing that with the exception of certain excluded categories of issuances and transactions, if the Company issues equity securities or securities convertible into equity securities at an effective price per share less than the conversion price of the Gemini Note, the conversion price of the Gemini Note will be adjusted downward to equal the per share price of the new securities.

The Company’s obligations under the Gemini Note and the other transaction agreements are guaranteed by the Company’s principal subsidiaries, including Adamis Corporation, Adamis Laboratories, Inc. and Adamis Viral, Inc.

The transaction agreements include restrictions on the Company’s ability to engage in certain kinds of transactions while the Gemini Note is outstanding without the consent of the investor, including incurring or paying certain kinds of indebtedness, entering into certain kinds of financing transactions, or encumbering the Company’s assets (subject to certain exceptions).  The transaction documents include a variety of liquidated damages, penalties and default provisions upon events of default by the Company, including without limitation an increase in the principal amount and interest rate and a potential decrease in the conversion price of the Gemini Note, and in connection with certain other breaches of covenants of the Company.  If the shares underlying the Gemini Note are not freely tradeable under SEC Rule 144 after six months from the closing of the Gemini Note transaction, the Company intends to file a registration statement covering the resale of such shares.

The foregoing description of the transaction is qualified in its entirety by the actual transaction agreements that are filed as exhibits to this Report, which are incorporated by reference herein.

Issuance of Convertible Debt to The G-Max Trust

On June 11, 2012, the Company issued a Convertible Promissory Note (the “G-Max Note”) to The G-Max Trust (the “Investor”) in connection with a private placement to the Investor for aggregate gross proceeds of approximately $500,000 of the G-Max Note and 500,000 shares (the “Shares”) of common stock of the Company (“Common Stock”).

Interest on the outstanding principal balance of the G-Max Note accrues at a rate of 10% per annum compounded monthly and is payable monthly commencing July 1, 2012.  All unpaid principal and interest on the Note is due and payable on April 1, 2013 (the “Maturity Date”).

At any time on or before the Maturity Date, the Investor has the right to convert part or all of the principal and interest owed under the G-Max Note into Common Stock at a conversion price equal to $0.55 per share (subject to adjustment for stock dividends, stock splits, reverse stock splits, reclassifications or other similar events affecting the number of outstanding shares of Common Stock).

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Events of default under the G-Max Note include: (a) the Company fails to make payment of the principal amount of the G-Max Note when due and fails to cure the default within the permitted cure period; or (b) the Company fails in any material respect to comply with or to perform when due any other material term, obligation, covenant, or condition contained in the G-Max Note and fails to cure the default within the permitted cured period.  In the event of a default by the Company, the Investor must provide the Company with written notice of default, and the Company will have five business days to cure the default.  Upon an event of default that is not cured, the Investor may declare the entire unpaid amount owed under the G-Max Note immediately due, subject to the subordination provisions set forth in the G-Max Note.  Upon the failure to pay the principal amount owed under the G-Max Note upon the Maturity Date, the Investor, at its option, may charge default interest on the G-Max Note at a rate equal to the lesser of (i) 18% per annum and (ii) the maximum rate permitted under applicable usury or other laws.  

The G-Max Note includes subordination provisions providing that payment of principal, interest and any other amounts that may become due pursuant to the G-Max Note, and any other obligation that the Company may have to the Investor (“Subordinated Indebtedness”), is subordinated to the payment in full of all “Senior Indebtedness” of the Company, which is defined as any obligations of the Company outstanding on the date of the G-Max Note or created thereafter pursuant to any secured note of the Company and any agreements relating thereto, and that as between the Investor and any holder of Senior Indebtedness (a “Senior Lender”) the Senior Lender will hold a first priority lien in all collateral relating to the Senior Indebtedness.  Until all of the Senior Indebtedness has been paid in full and the Senior Lender has released its lien in the collateral, the Investor may not, without the Senior Lender’s prior written consent, demand, receive or accept any payment, other than current interest payments, from the Company in respect of the Subordinated Indebtedness, or exercise any right of or permit any setoff in respect of the Subordinated Indebtedness.  The G-Max Note includes other customary subordination provisions, including provisions subordinating the Subordinated Indebtedness to any Senior Indebtedness in the event of bankruptcy or similar proceedings or events.  In addition, if an event of default occurs with respect to any Senior Indebtedness permitting the holder to accelerate the maturity thereof, then, unless the event of default has been cured or waived or has ceased to exist, or all Senior Indebtedness has been paid in full, no payment may be made in respect of the G-Max Note for a period of 180 days after the first occurrence of such event of default.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 3.02  Unregistered Sales of Equity Securities.

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.  Each investor of the notes as described above is an accredited investor as such term is defined in Rule 501 of the Securities Act.  The securities were issued in a private placement under Section 4(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act.  Each investor represented that it was an accredited investor, as defined in Rule 501 of Regulation D, and that it was acquiring the securities for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act.

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Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description
10.1	Securities Purchase Agreement dated as of June 11, 2012.
10.2	10% Senior Convertible Note dated as of June 11, 2012.
10.3	Form of Subsidiary Guarantee dated as of June 11, 2012.
10.4	Convertible Promissory Note dated as of June 11, 2012.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ADAMIS PHARMACEUTICALS CORPORATION
Dated:	June 15, 2012	By:	/s/ Robert O. Hopkins
		Name:	Robert O. Hopkins
		Title:	Chief Financial Officer

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EX-10.1

Adamis Pharmaceuticals Corporation 8-K

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (“Agreement”) is entered into as of June 11, 2012 by and between ADAMIS PHARMACEUTICALS CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”), and GEMINI MASTER FUND, LTD., a Cayman Islands corporation (“Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, a Note and Shares of the Company in a PIPE Transaction as set forth herein;

NOW THEREFORE, in consideration of the foregoing premises and the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree as follows:

1.Incorporation by Reference; Definitions.

(a)   Incorporation.  This Agreement incorporates by reference, as if set forth herein in its entirety and including without limitation all terms, conditions and provisions set forth therein, the PipeFund Services Organization Standard Transaction Document labeled GTC 8-11 (General Terms and Conditions) available and accessible at www.pipefund.com (“PST Document GTC”); provided, however, that to the extent any of the terms, conditions or provisions of PST Document GTC contradict or conflict with the terms, conditions or provisions of this Agreement, this Agreement shall control.

(b)   Defined Terms.  Each initially capitalized term used but not defined in this Agreement (including PST Document GTC as incorporated herein pursuant to the preceding Section), and each initially capitalized term used but not defined in any other Transaction Document, shall have the meaning ascribed thereto in the PipeFund Services Organization Standard Transaction Document labeled 8-11 DEF (Definitions) available and accessible at www.pipefund.com.

2.Securities.  The Company agrees to issue and sell, and the Purchaser agrees to purchase, in consideration for payment by the Purchaser of $500,000 (“Subscription Amount”), upon the terms and conditions contained in this Securities Purchase Agreement, the following Securities:

(a)   Note.  A 10% Senior Convertible Note of the Company, in the form attached hereto as Exhibit A (“Note”), with an aggregate original principal amount equal to such Purchaser’s Subscription Amount, which Note shall (i) bear interest at 10% per annum, (ii) be convertible into shares of Common Stock at a Conversion Price of $0.55 per share, and (iii) mature on the date which is nine (9) months following the Closing Date; and

(b)   Common Stock.  500,000 shares of the Company’s Common Stock (“Shares”).

3.Specific Terms.

(a)   The Bulletin Board shall constitute an additional Eligible Market.

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(b)   “Additional Financing” means (i) any issuance of any debt, equity or equity-linked securities, (ii) any credit facility or credit arrangements, or (iii) any sale of profit participation or royalty streams, in each case by the Company or any Subsidiary (whether or not a Subsidiary on any Closing Date) in a single financing transaction or two related financing transactions in the aggregate amount equal to or greater than Ten Million Dollars ($10,000,000).

(c)   “Exempt Issuance” shall also include any issuance of securities pursuant to acquisitions, in-licensing of the Company’s Intellectual Property, products or services, or other strategic transactions, in each case approved by a majority of the members of the Board of Directors, provided in each case any such issuance shall only be to a Person (or to the shareholders or other equity owners of such Person) which is, itself or through its subsidiaries, an operating company engaged in significant business activities synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds (if any), but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities unless such transaction is an Additional Financing.

4.Closing Procedure.  There shall not be any Escrow Agreement or Documents Escrow Agreement.  On or prior to the Closing Date, the Company shall deliver the original executed copy of the Note to Company counsel with a copy to Peter J. Weisman, P.C.  Company’s counsel shall (a) hold such Note in trust on behalf of the Purchaser and the Company, and (b) deliver such Note to the Purchaser promptly following the Company’s acknowledgment that it has received the Subscription Amount from the Purchaser.  A stock certificate or other reasonably acceptable evidence of ownership of the Shares being issued to the Purchaser hereunder shall be delivered to the Purchaser, in the name of the Purchaser, within five (5) Trading Days following the Closing Date.

5.Expenses.  The Company shall pay a non-refundable, non-accountable sum equal to $15,000 as and for the Purchaser’s legal fees incurred in connection with the preparation of the Transaction Documents and consummation of the Transactions, and to the extent such amount has not already been paid the Purchaser may offset such amount from its Subscription Amount payment.

6.Company Address for Notices:

Adamis Pharmaceuticals Corporation 11455 El Camino Real, Suite 310 San Diego, CA 92130 Facsimile: 866.893.3622 Email: adcarlo@aol.com Contact person: Dennis J. Carlo   with a copy to: Weintraub Genshlea Chediak Tobin & Tobin 400 Capitol Mall, 11th floor Sacramento, CA 95814 Facsimile: (916) 446-1611 Email: kkelso@weintraub.com Contact person: Kevin Kelso, Esq.

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7.Modifications and Additional Terms.

(a)   Additional Documents.  In addition to the those items set forth in Section 2.3(a)(viii) of PST Document GTC, on the Closing Date the Company shall deliver or cause to be delivered to the Purchaser a Guarantee, in substantially the form of Exhibit B attached hereto, duly executed by each of the Company’s Subsidiaries (other than Biosyn).

(b)   Modifications to PST Documents GTC and DEF.

(i)   No Registration Rights.  Sections 6.1 through 6.3 of PST Document GTC are hereby deleted such that the Purchaser shall not have any registration rights except for the piggyback registration rights set forth in Section 6.4 thereof.  Notwithstanding the definition of “Registrable Securities” contained in PST Document DEF, Registrable Securities shall not include any Shares or Underlying Shares to the extent such securities may be sold pursuant to Rule 144 after six (6) months so long as the Purchaser is not considered an affiliate of the Company for purposes of 144 and the Company remains subject to, and in compliance with, the filing requirements under Section 13 or 15(d) of the Exchange Act.  To the extent any Registrable Securities are registered under the Securities Act pursuant to Section 6.4 of PST Document GTC, the Purchaser shall have the same rights and obligations as the other selling stockholders in the Registration Statement except to the extent otherwise provided in PST Document GTC and except that the Purchaser shall not be entitled to the liquidated damages, if any, granted to such other selling stockholders unless otherwise agreed by the Company.  Notwithstanding the registration obligations set forth in this Section 6.4 of PST Document GTC, in the event the SEC informs the Company that all of the Registrable Securities requested to be included in the registration cannot, as a result of the application of Rule 415, be registered for resale on such registration statement, the Company agrees to promptly inform Purchaser and use its commercially reasonable efforts to file amendments to the registration statement as required by the SEC covering the maximum number of Registrable Securities that are permitted to be registered by the SEC (in light of the other securities that are included in such registration), and the limitation on the number of Registrable Securities included in a registration as a result of the application of Rule 415 shall not be deemed to be a breach of any provision of this Agreement, provided that the allocation of securities under such Registration Statement shall be subject to the priority piggyback registration rights of Eses Holdings (FZE), a limited liability company.  Without the prior written consent of the Purchaser, the Company shall not file any registration statement under the Securities Act prior to, or grant to any Person the right to have Company securities registered for resale under the Securities Act prior to, the date which is six (6) months following the Closing Date (other than a registration statement pursuant to an Additional Financing and other than a registration statement on Form S-8 in connection with securities issued to employees or directors pursuant to duly adopted equity incentive plans).

(ii)   GTC Sections.  The following provisions of PST Document GTC are hereby amended as follows:

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·   In Section 3.1(b) (Execution and Validity), in the first sentence, between “further” and “action” insert “corporate, partnership or similar”.

·   In Section 3.4(g) (Public Filings), in the last full line add “, in light of the totality of the circumstances and public disclosures made,” before the words “not misleading”.

·   In Section 3.4(i) (Undisclosed Liabilities), the first sentence shall be replaced with “Since the date of the most recent balance sheet contained in the Most Recent Fiscal Report, the Company and its Subsidiaries have not incurred any Liabilities other than those Liabilities incurred in the ordinary course of the Company's or its Subsidiaries' respective businesses which Liabilities, individually or in the aggregate, do not have, and could not reasonably be expected to result in, a Material Adverse Effect.”

·   In Section 3.4(p) (Regulatory Permits), after the word “All” at the beginning of the second sentence add “material” before the word “Permits”.

·   In Section 3.4(r) (Intellectual Property) (A) in the fourth sentence add “materially” before “interfered” and add “material” before “Intellectual Property”, (B) at the end of the fifth sentence add “except for instances that would not reasonably be expected to cause a Material Adverse Effect”, and (C) in the penultimate sentence add “imminent” before “new products” and after “developed” add “and ready to be commercialized”.

·   In Section 3.4(s) (Insurance), in clause (ii) add “material” before “breach”.

·   In Section 3.4(t) (Tax Matters), in clause (ii) add “material” before “tax deficiency”.

·   In Section 3.4(x) (Sarbanes-Oxley), after “negative conclusions” add “required to be disclosed” in each instance.

·   In Section 3.4(y) (Internal Accounting Controls), in clause (iii) after “authorizations” add “and policies”.

·   In Section 3.4(z) (Corporate Records), replace the first sentence with “The minute books of the Company and each Subsidiary contain all existing records of all meetings and actions of the Board of Directors (and its committees) and the stockholders of the Company and such Subsidiary, respectively, and all such records are complete and accurate in all material respects”.

·   In Section 3.4(ii) (Disclosure), replace “Form S-1 or From F-1” with “Form S-3”.

·   In Section 4.13 (No Inconsistent Agreement), at the end add “in any material respect”.

·   For clarification, Section 4.15 (Stockholder Approval) is not applicable for this Transaction since the Common Stock is traded on the Bulletin Board which does not have a 20% Rule.

·   In Section 5.1 (Transfer Restrictions), the second sentence shall be replaced with “In connection with any transfer of Securities or Underlying Shares other than (a) pursuant to an effective Registration Statement or Rule 144(b)(1), (b) to the Company or to an affiliate of a Purchaser (that does not constitute a change in beneficial ownership), or (c) in connection with a pledge as contemplated in Section 5.3 below, the Company may require the transferor thereof to provide the Company with a legal opinion, in form and substance reasonably acceptable to the Company from counsel reasonably acceptable to the Company, or other evidence reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act.”

·   In Section 5.2(a) (Legends), “Rule 144” shall be replaced with “Rule 144(b)(1)”, and in Section 5.2(b) (Removal of Legends), legend removal is subject to the Holder not being an Affiliate, and any opinion of counsel required before completion of the one year holding period under Rule 144 may require the Holder to represent to the Company in writing that it will sell such shares only in compliance with Rule 144 or Section 4(1) of the Securities Act if such shares are not registered for resale under the Securities Act.

·   For clarification, to the extent the terms of the Note are inconsistent with Section 5.2(d) (Failure to Deliver Shares), the terms of the Note shall control.

·   In Section 5.4 (Rule 144 Information), in the first sentence after “As long as any Purchaser owns Securities and/or Underlying Shares”, add “(but not more than three years after the Closing Date)”.

·   For clarification, in Section 5.5 (Reservation of Securities), monthly Liquidated Damages shall cease to accrue upon the Company’s redemption of Underlying Shares pursuant to the last sentence thereof.

·   In Section 7.5 (Survival), at the end add “for four years following the Closing Date”.

·   In Section 7.12 (Notices), replace “6:00 p.m.” with “4:30 p.m.” in each instance.

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(iii)   DEF Sections.  The following definitions contained in PST Document DEF are hereby amended as follows:

·   “Bankruptcy Event” is hereby amended to delete clause (f) therefrom.

·   “Covenant Expiration Date” is hereby amended to replace clause (b) thereof with “the first anniversary of the Closing Date”.

·   “Dilutive Issuance” is hereby amended by adding at the end of the last sentence thereof “, provided that if shares of Common Stock are issued together with Convertible Securities, then the determination of whether there has been a Dilutive Issuance, and the calculation of any adjustment thereupon, shall be determined by taking the aggregate consideration received by the Company for the issuance of such Convertible Securities and Common Stock, and the number of Common Stock deemed issued and/or issuable as a result of the transaction shall be determined with reference to all securities issued in the transaction, considered together rather than as separate transactions.”

·   “Material Adverse Effect” is hereby amended to add at the end thereof “, other than to the extent such effects are due to (A) any change in the stock price or trading volume of the Company Common Stock (it being understood that the facts and circumstances giving rise to such change may be deemed to constitute, and may be taken into account in determining whether there has been, a Material Adverse Effect), or (B) any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, any threat or escalation or armed hostilities or terrorist activities anywhere in the world or any governmental or other response or reaction to any of the foregoing.”

·   “Organization Documents” is hereby amended to replace “conduct” with “internal governance”.

(c)   Additional Representations and Warranties. The Company hereby represents and warrants to each Purchaser that, except as disclosed in a Recent Report, as of the date hereof and as of the Closing Date:

(i)   FDA.  As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not reasonably result in  a Material Adverse Effect.

(ii)   Indebtedness.  Set forth on Schedule 3.4(f) of the Disclosure Schedule is a list of all Indebtedness of the Company, including the amounts outstanding with respect to each item of Indebtedness and each Person owed such Indebtedness.  Upon the request of the Purchaser, the Company shall furnish the Purchaser with any and all agreements and documents related to such Indebtedness.

(iii)   Biosyn.  The value of each of Biosyn’s assets and Cellegy Holdings, Inc.’s (“Cellegy”) assets are not material and are insignificant relative to the value of the Company as a whole.  So long as the Note is outstanding, the Company shall not transfer, or permit any Affiliate of the Company to transfer, any significant dollar amount of assets to Biosyn or Cellegy, and the Company shall ensure that neither Biosyn nor Cellegy engages in any operations other than operations that are immaterial relative to the value of the Company as a whole.  So long as the Note is outstanding, in the event that at any time the value of Biosyn’s or Cellegy’s assets becomes material or not insignificant relative to the value of the Company as a whole, the Company shall promptly cause Biosyn and/or Cellegy, as the case may be, to execute and deliver to the Purchaser a Guarantee in substantially the form of Exhibit B attached hereto.

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(d)   G-Max Note.  The Company represents, acknowledges and agrees that (A) the Purchaser is a third party beneficiary of the subordination provisions under the G-Max Note (as defined in the Note) and the Company agrees to enforce such subordination provisions for the benefit of the Purchaser, and (B) the Indebtedness represented by the Note constitutes “Senior Indebtedness” under and as defined in the G-Max Note.

[Signature Page Follows]

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IN WITNESS WHEREOF, as of the date first written above, the Parties hereto have duly executed, or caused their authorized officers to duly execute, this Agreement.

COMPANY:
ADAMIS PHARMACEUTICALS CORPORATION.
By:	/s/
Name:	Dennis J. Carlo
Title:	CEO

PURCHASER:
GEMINI MASTER FUND, LTD. By: GEMINI STRATEGIES LLC, INC., as investment manager
By:	/s/
Name:	Steven Winters
Title:	Managing Member

Address for Notices:	With a copy to, if any:
c/o Gemini Strategies LLC, Inc. 619 South Vulcan, Suite 203 Encinitas, CA 92024 Attn:  Steven Winters Fax: (760) 697-1119 Email:  steve@geministrategies.com	Peter J. Weisman, P.C. Two Rector Street, 3rd Floor New York, NY  10006 Email:  pweisman@pweisman.com
Special Instructions Where Securities to Be Delivered:
Same as address for notices above

Maximum Ownership Percentage:

 9.9%

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Exhibit A

FORM OF 10% SENIOR CONVERTIBLE NOTE

A-1 

Exhibit B

FORM OF GUARANTEE

B-1

EX-10.2

Adamis Pharmaceuticals Corporation 8-K

Exhibit 10.2

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED TO AN ACCREDITED INVESTOR IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date:  June 11, 2012

Original Conversion Price (subject to adjustment herein): $0.55

Original Principal Amount:  $500,000

ADAMIS PHARMACEUTICALS CORPORATION

10% SENIOR CONVERTIBLE NOTE

THIS NOTE is a duly authorized and validly issued 10% Senior Convertible Note of ADAMIS PHARMACEUTICALS CORPORATION, a Delaware corporation (the “Company”), having its principal place of business at 11455 El Camino Real, Suite 310, San Diego, CA 92130 (this “Note”).

FOR VALUE RECEIVED, the Company promises to pay to the order of GEMINI MASTER FUND, LTD. or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of US$500,000 on the date which is nine (9) months following the Original Issue Date hereof (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay accrued and unpaid interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof.

The Company’s obligations under this Note shall be, effective as of the Original Issue Date, guaranteed pursuant to subsidiary guaranty executed and delivered by certain of the Company’s Subsidiaries.  This Note shall constitute “Senior Indebtedness” under and as defined in the G-Max Note.

This Note is subject to the following additional provisions:

Section 1.                      Definitions.  For the purposes hereof, in addition to the terms defined elsewhere in this Note (a) initially capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (including without limitation those incorporated therein by reference) and (b) the following terms shall have the following meanings:

“Alternate Consideration” shall have the meaning set forth in Section 5(e).

“Buy-In” shall have the meaning set forth in Section 4(d)(v).

“Common Stock Equivalents” mean Convertible Securities and/or Options.

“Conversion Date” shall have the meaning set forth in Section 4(a).

“Conversion Price” shall have the meaning set forth in Section 4(b).

“Conversion Shares” means, collectively, the shares of Common Stock issued or issuable upon conversion or redemption of this Note in accordance with the terms hereof, including without limitation shares of Common Stock issued or issuable as interest hereunder or as damages under the Transaction Documents.

“Default Conversion Price” shall mean the lesser of (a) the Conversion Price otherwise in effect at the time of the applicable Conversion Date and (b) 50% of the average of the three (3) lowest Closing Bid Prices during the twenty (20) consecutive Trading Days immediately preceding the applicable Conversion Date.

“Event of Default” shall have the meaning set forth in Section 8.

“G-Max Note” means that certain convertible promissory note issued by the Company on or about June 11, 2012 to The G-Max Trust in the original principal amount of $500,000.

“Late Fees” shall have the meaning set forth in Section 2(b).

“Mandatory Default Amount”  means the sum of (i) the greater of (A) 120% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest hereon, or (B) the outstanding principal amount of this Note, plus all accrued and unpaid interest hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either (a) demanded (if demand or notice is required to create an Event of Default) or otherwise due or (b) paid in full, whichever has a lower price, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of this Note.

“New York Courts” shall have the meaning set forth in Section 9(d).

“Note Register” shall have the meaning set forth in Section 2(a).

“Notice of Conversion” shall have the meaning set forth in Section 4(a).

“Original Issue Date” means the date of the issuance of this Note, regardless of any transfers of any Note and regardless of the number of instruments which may be issued to evidence this Note.

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“Permitted Indebtedness” means (a) the indebtedness evidenced by the Note or other notes issued on and with substantially similar terms to the Note, (b) the Indebtedness existing on the Closing Date, provided that the terms of any such Indebtedness have not been changed in a manner substantially adverse to either the Company or the Holder from the terms existing on the Closing Date, (c) lease obligations and purchase money indebtedness of up to $200,000, in the aggregate, incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets,(d) Indebtedness in connection with any Exempt Issuance, and (e) Indebtedness that (i) is expressly subordinate to the Note pursuant to a written subordination agreement with the Purchaser that is acceptable to the Purchaser in its sole and absolute discretion, (ii) matures on a date no earlier than 91 days following the Maturity Date, (iii) is unsecured, and (iv) is approved in advance in writing by the Purchaser (which approval may be denied in the Purchaser’s sole and absolute discretion, provided that the Purchaser shall not unreasonably withhold approval for up to $500,000 in the aggregate of such Indebtedness incurred after the Original Issue Date).

“Permitted Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established in accordance with GAAP; (b) Liens in connection with any Exempt Issuance, and (c) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien.

“Purchase Agreement” means the Securities Purchase Agreement pursuant to which this Note was issued, dated on or about the date hereof, among the Company and the Purchaser, as amended, modified or supplemented from time to time in accordance with its terms.

“Share Delivery Date” shall have the meaning set forth in Section 4(d).

Section 2.                      Interest; Late Fees.

a)Interest.  Interest shall accrue daily on the outstanding principal amount of this Note at a rate per annum equal to 10% and shall be due and payable on the Maturity Date in cash to the extent not converted hereunder.  On the Maturity Date, the Company shall pay to the Holder all accrued but unpaid interest hereunder.  Interest shall be calculated on the basis of a 360-day year and actual days elapsed.  Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).

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b)Late Fees.  All overdue accrued and unpaid amounts to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of 24% per annum or the maximum rate permitted by applicable law (“Late Fees”) which shall accrue daily from the date such amount is due hereunder through and including the date of actual payment in full.

Section 3.                      Registration of Transfers and Exchanges.

a)Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Note of different authorized denominations, as requested by the Holder surrendering the same.  No service charge will be payable for such exchange.

b)Investment Representations.  This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred, assigned, pledged or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

c)Reliance on Note Register.  Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 4.                      Conversion.

a)Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(c) hereof).  The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted, including accrued but unpaid interest thereon, and the date on which such conversion shall be effected (such date, which date shall be no earlier than the date on which the Company is deemed to receive the Notice of Conversion, the “Conversion Date”).  If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder.  To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion.  The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s).  In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

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b)Conversion Price.  The conversion price shall be equal to $0.55, subject to adjustment herein (the “Conversion Price”).

c)Conversion Limitation – Holder’s Restriction on Conversion. Notwithstanding anything to the contrary contained herein, the Company shall not effect any conversion of this Note, and the Holder shall not have the right to convert any portion of this Note (or otherwise acquire Conversion Shares with respect to this Note), to the extent that after giving effect to the issuance of Common Stock upon such conversion (or other issuance), the Holder Group would beneficially own in excess of the Maximum Ownership Percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon such conversion (including for such purpose the shares of Common Stock issuable upon such conversion or issuance) (“Beneficial Ownership Limitation”).  For purposes of calculating the Beneficial Ownership Limitation, the number of shares of Common Stock beneficially owned by the Holder Group shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (including without limitation Regulation 13D-G), provided, however, that such beneficial ownership shall exclude any shares of Common Stock issuable upon conversion, exchange or exercise of (or purchase of Common Stock under) any Convertible Securities or Options outstanding at the time of determination and beneficially owned by the Holder Group which contain a limitation on conversion, exchange, exercise or purchase analogous to the Beneficial Ownership Limitation contained herein.  To the extent that the Beneficial Ownership Limitation contained herein applies, the determination of whether and to what extent this Note is convertible (vis-à-vis other Convertible Securities or Options, including without limitation other Notes, beneficially owned by the Holder Group) shall be on the basis of first submission to the Company for conversion, exchange, exercise or purchase, as the case may be, or as otherwise determined in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether and to what extent this Note is convertible (vis-à-vis such other Convertible Securities or Options), in each case subject to the Beneficial Ownership Limitation.  In determining the number of outstanding shares of Common Stock for purposes of calculating the Beneficial Ownership Limitation, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Periodic Report containing such information, (ii) a more recent public announcement by the Company, or (iii) any other notice or disclosure by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding, and the Holder may rely on knowledge it may have concerning any shares of Common Stock issued which are not reflected in the preceding clauses (i) through (iii) (e.g., issuances to the Holder upon a prior Note conversion since the date as of which such number of outstanding shares of Common Stock was reported).  Upon the written or oral request of the Holder, the Company shall within two (2) Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  Each delivery of a Notice of Conversion by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 4(c) and determined, based on this Section 4(c), that the issuance of the

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full number of Conversion Shares requested in such Notice of Conversion is permitted under this Section 4(c), and the Company shall have no obligation to verify or confirm such determination.  No conversion of this Note in violation of this Section 4(c) but otherwise in accordance with this Note shall affect the status of the Conversion Shares as validly issued, fully-paid and nonassessable.  The Maximum Ownership Percentage shall be 9.9%.  By written notice to the Company, the Holder may at any time and from time to time increase or decrease the Maximum Ownership Percentage to any other percentage specified in such notice (or specify that the Beneficial Ownership Limitation shall no longer be applicable), provided, however, that (A) any such increase (or inapplicability) shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company, (B) any such increase or decrease shall apply only to the Holder, and (C) the Maximum Ownership Percentage shall not be less than 4.9%.  The provisions of this Section 4(c) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(c) to correct this provision (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation.  The Beneficial Ownership Limitation contained in this Section shall apply to a successor Holder of this Note.  If at any time the Beneficial Ownership Limitation makes this Note unconvertible in whole or in part, the Company shall not by reason thereof be relieved of its obligation to issue shares of Common Stock at any time or from time to time thereafter upon conversion of this Note as and when shares of Common Stock may be issued in compliance with such limitation.

d)   Mechanics of Conversion.

i.Conversion Shares Issuable Upon Conversion of Principal Amount.  The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted plus any accrued but unpaid interest thereon, by (y) the Conversion Price.

ii.Delivery of Certificate Upon Conversion. Not later than three Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the Conversion Shares which, on or after the Legend Removal Date and provided that the Conversion Shares may be sold without restrictions pursuant to the provisions of Rule 144, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Note.  On or after the date which is six months following the Original Issue Date on which this Note is issued, the Company shall use its best efforts to deliver any certificate(s) or shares required to be delivered by the Company under this Section 4 electronically through the Depository Trust Company or another established clearing corporation performing similar functions (provided that to the extent reasonably requested the Holder may be required to covenant to the Company in writing that it will sell such shares only in compliance with Rule 144 or Section 4(1) of the Securities Act if such shares are not registered for resale under the Securities Act).  The Company’s obligation in the immediately preceding sentence shall not apply with respect to a Holder that is an Affiliate.

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iii.Failure to Deliver Certificates.  If in the case of any Notice of Conversion such certificate(s) or shares are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered for conversion to the Company.

iv.Obligation Absolute; Partial Liquidated Damages.  The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder.  In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to the Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment.  In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion.  If the Company fails for any reason to deliver to the Holder such certificate(s) or shares pursuant to Section 4(d)(ii) by the second Trading Day after the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such second Trading Day after the Share Delivery Date until such certificates are delivered.  Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.  The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

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v.Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such certificate(s) or shares by the Share Delivery Date pursuant to Section 4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii).  For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000.  The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof, provided that the liquidated damages provided for in subsection 4(d)(iv) above with respect to Conversion Shares subject to a Buy-In shall cease accruing on the date on which the Company pays the Holder such Buy-In amount payable pursuant to this paragraph if the Holder elects to then cancel such conversion pursuant to clause (B) above.

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vi.Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments of Section 5) upon the conversion of the outstanding principal amount of this Note and payment of interest hereunder.  The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

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

viii.Transfer Taxes.  The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Section 5.                      Certain Adjustments.

a)Stock Dividends and Stock Splits.  If the Company, at any time while this Note is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock as a class or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Note); (B) subdivides outstanding shares of Common Stock into a larger number of shares; (C) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (D) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.  Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

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b)Subsequent Equity Sales.  The Conversion Price is subject to Full Ratchet Anti-Dilution Adjustment.  Notwithstanding the above sentence, a transaction with an effective conversion price that is equal to or greater than the effective conversion price of this Note with substantially similar terms, or on terms no more favorable to the investor than as provided to the Purchaser under the Purchase Agreement, shall not be subject to any adjustment under this Section 5(b).

c)Subsequent Rights Offerings.  If the Company, at any time while the Note is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holder) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the VWAP on the record date referenced below, then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued (assuming delivery to the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP.  Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

d)Pro Rata Distributions. If the Company, at any time while this Note is outstanding, distributes to all holders of Common Stock (and not to the Holder in its capacity as holder of this Note) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security (other than the Common Stock, which shall be subject to Section 5(b)), then in each such case the Conversion Price shall be adjusted by multiplying such Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to 1 outstanding share of the Common Stock as determined by the Board of Directors of the Company in good faith.  In either case the adjustments shall be described in a statement delivered to the Holder describing the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to 1 share of Common Stock.  Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

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e)Fundamental Transaction. If, at any time while this Note is outstanding, the Company effects or there otherwise occurs a Fundamental Transaction, then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of 1 share of Common Stock (the “Alternate Consideration”).  For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of 1 share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration.  The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 5(e) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

f)Calculations.  All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.  For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

g)Notice to the Holder.

i.Adjustment to Conversion Price.  Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

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ii.Notice to Allow Conversion by Holder.  If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock as a class, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock as a class, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least 15 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice.  The Holder is entitled to convert this Note during the 15-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Section 6.                      No Prepayment/Redemption.  The Company may not prepay or redeem this Note in whole or in part without the prior written consent of the Holder.

Section 7.                      Negative Covenants. As long as any portion of this Note remains outstanding, the Company shall not, and shall not permit any of its subsidiaries (whether or not a Subsidiary on any Closing Date) to, directly or indirectly:

a)other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness for of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

b)other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

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c)amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder;

d)repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common Stock Equivalents other than as to the Conversion Shares as permitted or required under the Transaction Documents and other than the repurchase of shares at a nominal price from current or former officers, directors or key employees of the Company pursuant to the terms of written agreements existing on the Original Issue Date of this Note;

e)repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than regularly scheduled principal and interest payments as such terms are in effect as of the Closing Date;

f)repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness to any current or former employees, officers or directors of the Company;

g)pay cash dividends or distributions on any equity securities of the Company;

h)enter into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the directors of the Company other than the Affiliate who is a party to the transaction (even if less than a quorum otherwise required for board approval); or

i)enter into any agreement with respect to any of the foregoing.

Section 8.                      Events of Default.

a)“Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

 i. any default in the payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing to a Holder on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within 5 Trading Days;

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ii.the Company shall fail to observe or perform in any material respect any other covenant or agreement contained in the Note (other than a breach by the Company of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (xi) below) which failure is not cured, if possible to cure, within the earlier to occur of (A) 10 Trading Days after notice of such failure sent by the Holder or by any other Holder and (B) 10 Trading Days after the Company has become or should have become aware of such failure, or the Company shall be in default under the G-Max Note;

iii.a material default or material event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under any of the Transaction Documents;

iv.any representation or warranty made in this Note, any other Transaction Document, any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made;

v.the Company or any Significant Subsidiary shall be subject to a Bankruptcy Event;

vi.   the Company or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness, or money due under any long term leasing or factoring arrangement, including without limitation the G-Max Note, that (a) involves an obligation greater than $100,000, whether such Indebtedness now exists or shall hereafter be created, and (b) results in such Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

vii.if at any time the capital stock issuable upon conversion of this Note shall not be eligible for listing or quotation for trading on an Eligible Market and shall not be eligible to resume listing or quotation for trading thereon within five (5) Trading Days;

viii.the Company shall be a party to any Change of Control Transaction or Fundamental Transaction (other than an Exempt Issuance) or shall agree to sell or dispose of all or in excess of 33% of its assets (other than inventory in the ordinary course of business) in one transaction or a series of related transactions (whether or not such sale would constitute a Change of Control Transaction);

ix.if at any time after three months following the Closing Date the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or has failed to file all reports required to be filed thereunder during the then preceding 12 months (or such shorter period that the Company was required to file such reports);

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x.if at any time after six months following the Closing Date, all the shares of Common Stock issued or issuable upon conversion of this Note are not either (i) freely tradable pursuant to an effective Registration Statement which contains a current and available Prospectus covering the resale of such shares by the Holder, or (ii) freely tradable pursuant to Rule 144 without any volume restrictions, manner of sale requirements or notice requirements (or may be sold pursuant to Rule 144 with volume restrictions, manner of sale requirements or notice requirements if the Holder is an Affiliate of the Company), which shall be confirmed by counsel to the Company (reasonably acceptable to the Holder) in a legal opinion in form and substance typically provided under Rule 144 and reasonably acceptable to the Holder;

xi.the Company shall fail for any reason to deliver certificates to a Holder prior to the fifth Trading Day after a Conversion Date pursuant to Section 4(d) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for conversions of the Note in accordance with the terms hereof;

xii.any monetary judgment, writ or similar final judicial or arbitration process shall be entered or filed against the Company, any subsidiary or any of their respective property or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days; or

xiii.if Dennis J. Carlo ceases to (a) serve in the capacity with the Company in which he serves as of the Closing Date and (b) perform the duties consistent with such capacity for similarly situated companies, provided that if such cessation is due to death, permanent disability, voluntary termination or termination by the Company for cause, then (A) an Event of Default shall not be deemed to have occurred unless and until the Company shall have failed to retain a replacement reasonably acceptable to the Purchaser within 60 days following such death, permanent disability, voluntary termination or termination by the Company for cause, and (B) following any such acceptable replacement this clause shall apply to such replacement in lieu of such person.

b)Remedies Upon Event of Default. While an Event of Default occurs and is continuing, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount.  Notwithstanding any such election to accelerate, upon any Event of Default (i) the outstanding principal amount hereunder shall be automatically increased to equal 120% of the outstanding principal hereunder, and (ii) the

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Conversion Price hereunder shall be automatically adjusted to equal the Default Conversion Price.  After the occurrence and during the continuance of any Event of Default, the interest rate on this Note shall accrue at an interest rate equal to the lesser of 24% per annum or the maximum rate permitted under applicable law.  Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company.  In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law.  Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 8(b).  No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.  For clarification and without limiting any of the foregoing, if an Event of Default occurs pursuant to Section 8(a)(x) above, the Conversion Price hereunder shall automatically be irrevocably adjusted to equal the Default Conversion Price and the outstanding principal amount hereunder shall be automatically and irrevocably increased to equal 120% of the outstanding principal hereunder.

c) Due on Sale.  If the Company shall be a party to any Change of Control Transaction or Fundamental Transaction which constitutes an Exempt Issuance, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash.

Section 9.                      Miscellaneous.

a)Notices.  Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number, email address or mailing address as the Company may specify for such purpose by notice to the Holder delivered in accordance with this Section 9.  Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, by email or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of the Holder appearing on the books of the Company, or if no such facsimile number or address appears, at the principal place of business of the Holder.  Except as may otherwise be provided herein, any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or by email prior to 4:30 p.m. (New York City time) on a Trading Day,with electronic confirmation of such delivery, (ii) the first Trading Day immediately following the date of transmission, if such notice or communication is delivered via facsimile or by email not on a Trading Day or between 4:30 p.m. (New York City time) and  11:59 p.m. (New York City time) on any date,with electronic confirmation of such delivery, (iii) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.  The address, facsimile and email address for such notices and communications shall be as set forth on the signature pages attached to the Purchase Agreement.

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b)Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed.  This Note is a direct debt obligation of the Company.

c)Lost or Mutilated Note.  If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.

d)Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof.  Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”).  Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note 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 other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other reasonable costs and expenses reasonably incurred in the investigation, preparation and prosecution of such action or proceeding.

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e)Waiver.  Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note.  The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note.  Any waiver by the Company or the Holder must be in writing.

f)Severability.  If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.  If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

g)Next Business Day.  Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

h)Headings.  The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

i)Assumption.  Any successor to the Company or any surviving entity in a Fundamental Transaction shall (i) assume, prior to such Fundamental Transaction, all of the obligations of the Company under this Note and the other Transaction Documents pursuant to written agreements in form and substance satisfactory to the Holder (such approval not to be unreasonably withheld or delayed) and (ii) issue to the Holder a new Note of such successor entity evidenced by a written instrument substantially similar in form and substance to this Note, including, without limitation, having a principal amount and interest rate equal to the principal amount and the interest rate of this Note and having similar ranking to this Note, which shall be reasonably satisfactory to the Holder (any such approval not to be unreasonably withheld or delayed).  The provisions of this Section 9(i) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations of this Note.

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j)Usury.  This Note shall be subject to the anti-usury limitations contained in the Purchase Agreement.

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

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

ADAMIS PHARMACEUTICALS CORPORATION
By:	/s/
Name:	Dennis J. Carlo
Title:	CEO

ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the 10% Senior Convertible Note due _______________________ of ADAMIS PHARMACEUTICALS CORPORATION, a Delaware corporation (the Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below.  If shares of Common Stock are to be issued in the name of a person other than the undersigned, the issuance shall comply with the transfer restrictions in the Purchaser Agreement and the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith.  No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock pursuant to any prospectus.

Conversion calculations:

Date to Effect Conversion:

Principal Amount of Note to be Converted:

Interest Accrued on Account

of Conversion at Issue: 

Number of shares of Common Stock to be issued:

Signature:     

Name:

Address for Delivery of Common Stock Certificates:       

Or

DWAC Instructions:

Broker No:     

Account No: 

EX-10.3

Adamis Pharmaceuticals Corporation 8-K

Exhibit 10.3

SUBSIDIARY GUARANTEE

SUBSIDIARY GUARANTEE, dated as of June ___, 2012 (this “Guarantee”), made by Adamis Corporation, a Delaware corporation, Adamis Laboratories, Inc., a Delaware corporation, and Adamis Viral Therapies, Inc., a Delaware corporation (collectively and together with any other entity that may become a party hereto as provided herein, the “Guarantor”, and together with the Company (as defined below), the “Debtors”), in favor of the purchaser (including such purchaser’s successors, transferees and assigns, the “Purchaser”) signatory to the Purchase Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Securities Purchase Agreement (“Purchase Agreement”) dated on or about the date hereof by and between Adamis Pharmaceuticals Corporation, a Delaware corporation (the “Company”), and the Purchaser, the Company has agreed to sell and issue to the Purchaser, and the Purchaser has agreed to purchase from the Company the Company’s 10% Senior Convertible Note (the “Note”), subject to the terms and conditions set forth therein;

WHEREAS, Guarantor is a direct or indirect Subsidiary of the Company, and as a condition to the Closing of the transactions contemplated by the Purchase Agreement, and in order to induce the Purchaser to enter into and consummate the transactions contemplated by the Purchase Agreement (including without limitation purchasing the Note and making the loans evidenced thereby), the Company has agreed that the Guarantor would guaranty the Company’s obligations under the Note, Purchase Agreement and other Transaction Documents in accordance with the terms set forth in this Guaranty, the Note, the Purchase Agreement and other Transaction Documents; and

WHEREAS, Guarantor will directly benefit from the extension of credit to the Company represented by the issuance of the Note;

NOW, THEREFORE, in consideration of the premises and to induce the Purchaser to enter into the applicable Purchase Agreement and to carry out the transactions contemplated thereby, Guarantor hereby agrees with the Purchaser as follows:

1.Definitions. Unless otherwise defined herein, initially capitalized terms defined in the Purchase Agreement and used herein shall have the meanings given to them in the Purchase Agreement.  The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular provision of this Guarantee, and Section and Schedule references are to this Guarantee unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.  The following terms shall have the following meanings:

“Guarantee” means this Subsidiary Guarantee, as the same may be amended, supplemented or otherwise modified from time to time.

            “Obligations” means, in addition to all other costs and expenses of collection incurred by Purchaser in enforcing any of such Obligations and/or this Guarantee, all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing, of any Debtor to the Purchaser pursuant to the Transaction Documents, including without limitation all obligations under the Purchase Agreement, the Note, this Guarantee and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any of the Purchaser as a preference, fraudulent transfer or otherwise, as such obligations may be amended, supplemented, converted, extended or modified from time to time.  Without limiting the generality of the foregoing, the term “Obligations” shall include without limitation: (i) principal of, and interest on, the Note and the loans extended pursuant thereto; (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Debtors from time to time under or in connection with the Purchase Agreement, the Note, this Guarantee and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Debtor.

2.Guarantee.

(a)Guarantee.

(i)The Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees to the Purchaser and its respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.  The Guarantor’s liability under this Guarantee shall be unlimited, open and continuous for so long as this Guarantee remains in force.

(ii)Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution set forth in Section 2(b)).

(iii)Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchaser hereunder.

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(iv)The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full.

(v)No payment made by the Company, the Guarantor, any other guarantor or any other Person or received or collected by the Purchaser from the Company, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full.

(vi)Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantor is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantor shall only be liable for making the Purchaser whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

(b)Right of Contribution.  Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, the Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment.  Guarantor's right of contribution shall be subject to the terms and conditions of Section 2(c).  The provisions of this Section 2(b) shall in no respect limit the obligations and liabilities of the Guarantor to the Purchaser, and Guarantor shall remain liable to the Purchaser for the full amount guaranteed by the Guarantor hereunder.

(c)No Subrogation.  Notwithstanding any payment made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Purchaser, no Guarantor shall be entitled to be subrogated to any of the rights of the Purchaser against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Purchaser for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by the Guarantor hereunder, until all amounts owing to the Purchaser by the Company on account of the Obligations are paid in full.  If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations have not been paid in full, such amount shall be held by the Guarantor in trust for the Purchaser, segregated from other funds of the Guarantor, and shall, promptly following receipt by the Guarantor, be turned over to the Purchaser in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Purchaser, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Purchaser may determine.

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(d)Amendments, Etc. With Respect to the Obligations.  Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Purchaser may be rescinded by the Purchaser and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Purchaser, and the Purchase Agreement, the Note and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Purchaser may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchaser for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Purchaser shall have no obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

(e)Guarantee Absolute and Unconditional.  Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Purchaser upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Company and the Guarantor, on the one hand, and the Purchaser, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2.  Guarantor waives, to the fullest extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or the Guarantor with respect to the Obligations.  Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Purchase Agreement, the Note or any other Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Purchaser, (b) any defense, set-off or counterclaim (other than a defense of payment and performance in full of the Obligations) which may at any time be available to or be asserted by the Company or any other Person against the Purchaser, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of the Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, the Purchaser may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Purchaser to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchaser against the Guarantor.  For the purposes hereof, “demand” shall include without limitation the commencement and continuance of any legal proceedings.

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(f)Reinstatement.  The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Purchaser upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or the Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or the Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

(g)Payments.  Guarantor hereby guarantees that payments hereunder will be paid to the Purchaser without set-off or counterclaim in U.S. dollars at the address set forth or referred to in the Purchase Agreement.

3.Representations and Warranties. Except as qualified by a writing delivered by the Company to the Purchaser on or prior to the execution of this Agreement, Guarantor hereby makes the following representations and warranties to the Purchaser as of the date hereof:

(a)Organization and Qualification. The Guarantor is a corporation, duly incorporated, validly existing and in good standing under the laws of the applicable jurisdiction set forth on Schedule 1, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Guarantor has no subsidiaries other than those identified as such on the Disclosure Schedules to the Purchase Agreement.  The Guarantor is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of this Guaranty in any material respect, (y) have a material adverse effect on the results of operations, assets, prospects, or financial condition of the Guarantor, or (z) adversely impair in any material respect the Guarantor's ability to perform fully on a timely basis its obligations under this Guaranty (a “Material Adverse Effect”).\

(b)Authorization; Enforcement.  The Guarantor has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Guaranty, and otherwise to carry out its obligations hereunder.  The execution and delivery of this Guaranty by the Guarantor and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Guarantor.  This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms.

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(c)No Conflicts. The execution, delivery and performance of this Guaranty by the Guarantor and the consummation by the Guarantor of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of its Certificate of Incorporation or By-laws or (ii) conflict with, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Guarantor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Guarantor is subject (including federal and state securities laws and regulations), or by which any material property or asset of the Guarantor is bound or affected, except in the case of each of clauses (ii) and (iii) such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as could not, individually or in the aggregate, have or result in a Material Adverse Effect.  The business of the Guarantor is not being conducted in violation of any law, ordinance or regulation of any governmental authority, except for violations which, individually or in the aggregate, do not have a Material Adverse Effect.

(d)Consents and Approvals.  The Guarantor is not required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other person in connection with the execution, delivery and performance by the Guarantor of this Guaranty.

(e)Purchase Agreement.  The representations and warranties of the Company set forth in the Purchase Agreement as they relate to the Guarantor, each of which is hereby incorporated herein by reference, are true and correct as of each time such representations are deemed to be made pursuant to the Purchase Agreement, and the Purchaser shall be entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such representation and warranty to the Company's knowledge shall, for the purposes of this Section 3, be deemed to be a reference to the Guarantor's knowledge.

(f)Company’s Request.  This Guarantee is executed at the Company’s request and not at the request of the Purchaser.

(g)Obtaining Company Information.  The Guarantor has established adequate means of obtaining from the Company on a continuing basis information regarding the Company’s financial condition.

(h)Solvency.  Except as set forth on Schedule 3.4(v) of the Disclosure Schedule, as of the date hereof and after giving effect to the transactions contemplated hereby (a) the property of the Guarantor, at a fair valuation, will exceed its debt; (b) the capital of the Guarantor will not be unreasonably small to conduct its business; (c) the Guarantor will not have incurred debts, or have intended to incur debts, beyond its ability to pay such debts as they mature; and (d) the present fair salable value of the assets of the Guarantor will be greater than the amount that will be required to pay its probable liabilities (including debts) as they become absolute and matured.  For purposes of this subsection (i), “debt” means any liability on a claim, and “claim” means (i) the right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, undisputed, legal, equitable, secured or unsecured, or (ii) the right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, undisputed, secured or unsecured.

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4.Covenants.

(a)Actions.  Guarantor covenants and agrees with the Purchaser that, from and after the date of this Guarantee until the Obligations shall have been paid in full, the Guarantor shall take, and/or shall refrain from taking, as the case may be, each commercially reasonable action that is necessary to be taken or not taken, as the case may be, so that no Event of Default is caused by the failure to take such action or to refrain from taking such action by the Guarantor.

(b)Insurance.  So long as the Note remains outstanding, the Guarantor shall have in full force and effect (a) insurance reasonably believed by the Guarantor to be adequate on all assets and activities, covering property damage and loss of income by fire or other casualty, and (b) insurance reasonably believed to be adequate protection against all liabilities, claims and risks against which it is customary for companies similarly situated as the Guarantor to insure.

(c)Compliance with Laws.  So long as the Note remains outstanding, Guarantor will use reasonable efforts to comply with all applicable laws, rules, regulations, orders and decrees of all governmental authorities, except to the extent non-compliance (in one instance or in the aggregate) would not have a Material Adverse Effect.

(d)Corporate Existence; Merger and Consolidation.  So long as the Note remains outstanding, the Guarantor shall maintain their corporate existence.  The Guarantor shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, except to the same extent that the Company is so permitted, and in accordance with the same provisions applicable to the Company, in the Purchase Agreement or the Note (with the assumption of obligations applying to the assumption of the obligations under this Guarantee).

(e)Taxes.  The Guarantor shall pay, and shall cause each of its subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Guarantor or the Purchaser.

(f)Stay, Extension and Usury Laws.  The Guarantor covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Guarantee; and the Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any right herein granted to the Purchaser, but shall suffer and permit the execution of every such right as though no such law has been enacted.

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(g)Negative Covenants.  So long as any of the Obligations are outstanding, unless Purchaser shall otherwise consent in writing, Guarantor will not directly or indirectly on or after the date of this Guarantee:

i.other than Permitted Indebtedness (as defined in the Note), enter into, create, incur, assume or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

ii.other than Permitted Liens (as defined in the Note), enter into, create, incur, assume or suffer to exist any liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

iii.amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Purchaser hereunder;

iv.repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its securities or debt obligations other than the repurchase of shares at a nominal price from current or former officers, directors or key employees of the Company pursuant to the terms of written agreements existing on the Original Issue Date of the Note;

v.repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than regularly scheduled principal and interest payments as such terms are in effect as of the Closing Date;

vi.pay cash dividends or distributions on any equity securities of the Guarantor;

vii.enter into any transaction with any Affiliate of the Guarantor which would be required to be disclosed in any public filing of the Company with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the directors of the Company other than the Affiliate who is a party to the transaction (even if less than a quorum otherwise required for board approval); or

viii.enter into any agreement with respect to any of the foregoing;

provided, however, that the Guarantor shall not be prohibited from undertaking any of the actions described above that the Company is permitted to undertake pursuant to the terms of the Purchase Agreement, Note and any and all other agreements or other documents entered into in connection with the financings contemplated by the Purchase Agreement.

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5.Miscellaneous.

(a)Amendments in Writing.   None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except in writing by Purchaser.

(b)Notices.  All notices, requests and demands to or upon the Purchaser or the Guarantor hereunder shall be effected in the manner provided for in the Purchase Agreement, provided that any such notice, request or demand to or upon the Guarantor shall be addressed to the Guarantor at its notice address set forth on Schedule 1.

(c)No Waiver by Course of Conduct; Cumulative Remedies. The Purchaser shall not by any act (except by a written instrument pursuant to Section 5(a)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default under the Transaction Documents or Event of Default.  No failure to exercise, nor any delay in exercising, on the part of the Purchaser any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Purchaser of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Purchaser would otherwise have on any future occasion.  The rights and remedies provided herein are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

(d)Enforcement Expenses; Indemnification.

(i)Guarantor agrees to pay, or reimburse the Purchaser for, all costs and expenses incurred in collecting against the Guarantor for amounts owed under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which the Guarantor is a party, including without limitation the reasonable fees and disbursements of counsel to the Purchaser.

(ii)Guarantor agrees to pay, and to save the Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee.

(iii)Guarantor agrees to pay, and to save the Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement.

(iv)The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement, the Note and the other Transaction Documents.

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(e)Successor and Assigns. This Guarantee shall be binding upon the successors and assigns of Guarantor and shall inure to the benefit of the Purchaser and their respective successors and assigns; provided that no Guarantor may assign, transfer or delegate any of its rights or obligations under this Guarantee without the prior written consent of the Purchaser.

(f)Set-Off.  Guarantor hereby irrevocably authorizes the Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to the Guarantor or any other guarantor, any such notice being expressly waived by Guarantor, to set-off and appropriate and apply any and all deposits, credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Purchaser to or for the credit or the account of the Guarantor, or any part thereof in such amounts as the Purchaser may elect, against and on account of the obligations and liabilities of the Guarantor to the Purchaser hereunder and claims of every nature and description of the Purchaser against the Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchaser may elect, whether or not the Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured.  The Purchaser shall notify the Guarantor in writing promptly of any such set-off and the application made by the Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application so long as the Guarantor is not materially adversely affected by the failure to promptly deliver such notice.  The rights of the Purchaser under this Section are in addition to other rights and remedies (including without limitation other rights of set-off) which the Purchaser may have.

(g)Counterparts.  This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts (including by fax or PDF), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(h)Severability.  Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(i)Section Headings.  The Section headings used in this Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

(j)Integration.  This Guarantee and the other Transaction Documents represent the agreement of the Guarantor and the Purchaser with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Purchaser relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Transaction Documents.

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(k)Governing Law.  This guarantee shall be governed by, and construed and interpreted in accordance with, the law of the state of New York without regard to any principles of conflicts of laws.

(l)Submission to Jurisdictional; Waiver. Guarantor hereby irrevocably and unconditionally:

(i)submits for itself and its property in any legal action or proceeding relating to this Guarantee and the other Transaction Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, located in New York County, New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(ii)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(iii)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Guarantor at its address referred to in Schedule 1 below or at such other address of which the Purchaser shall have been notified pursuant thereto;

(iv)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(v)waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

(m)Acknowledgements.  Guarantor hereby acknowledges that:

(i)it has been advised by counsel in the negotiation, execution and delivery of this Guarantee and the other Transaction Documents to which it is a party;

(ii)the Purchaser have no fiduciary relationship with or duty to the Guarantor arising out of or in connection with this Guarantee or any of the other Transaction Documents, and the relationship between the Guarantor, on the one hand, and the Purchaser, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(iii)no joint venture is created hereby or by the other Transaction Documents or otherwise exists by virtue of the transactions contemplated hereby between the Guarantor and the Purchaser.

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(n)Release of Guarantor. Subject to Section 2, Guarantor will be released from all liability hereunder concurrently with the repayment in full of all amounts owed under the Purchase Agreement, the Note and the other Transaction Documents.

(o)Seniority. The Obligations of the Guarantor hereunder rank senior in priority to any other Indebtedness (as defined in the Purchase Agreement) of the Guarantor.

(p)Waiver of Jury Trial.  GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASER, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.

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IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly executed and delivered as of the date first above written.

ADAMIS CORPORATION
By:	/s/
Name:	Dennis J. Carlo
Title:	CEO

ADAMIS LABORATORIES, INC.
By:	/s/
Name:	Dennis J. Carlo
Title:	CEO

ADAMIS VIRAL THERAPIES, INC.
By:	/s/
Name:	Dennis J. Carlo
Title:	CEO

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SCHEDULE 1

GUARANTOR

                  The following are the names, notice addresses, jurisdiction of organization and percentage ownership of Guarantor by the Company.

NAME	ADDRESS FOR NOTICE	JURISDICTION OF INCORPORATION	PERCENTAGE OWNED BY COMPANY
Adamis Corporation	11455 El Camino Real, Ste. 310 San Diego, CA 92130	Delaware	100%
Adamis Laboratories, Inc.	11455 El Camino Real, Ste. 310 San Diego, CA 92130	Delaware	100% (indirect—100% owned by Adamis Corporation)
Adamis Viral Therapies, Inc.	11455 El Camino Real, Ste. 310 San Diego, CA 92130	Delaware	100% (indirect—100% owned by Adamis Corporation)

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EX-10.4

Adamis Pharmaceuticals Corporation 8-K

Exhibit 10.4

Convertible Promissory Note

Principal Amount:  $500,000 June 11, 2012

The Borrower is Adamis Pharmaceuticals Corporation, a Delaware corporation, located at 11455 El Camino Real, Suite 310, San Diego, California  92130 (“Borrower”).

The Lender is The G-Max Trust, located in San Diego, California (“Lender” or “Holder”).

1.           Principal

For value received, Borrower promises to pay Lender Five Hundred Thousand Dollars ($500,000.00) with interest thereon calculated in accordance with the terms and provisions herein.  All sums owed under this Note are payable in lawful money of the United States of America.  Payment shall be made at Lender's address as above.

2.           Interest

Commencing on June 1, 2012, interest shall accrue daily and compound monthly on the outstanding principal amount of this Note at a rate per annum equal to 10% and shall be due and payable on the first Business Day of each month in cash beginning July 1, 2012, subject to the subordination provisions set forth in Section 11 below.  On the Maturity Date, Borrower shall pay to the Lender all accrued but unpaid interest hereunder.  Interest shall be calculated on the basis of a 360-day year and actual days elapsed.

3.           Maturity

The Principal Amount of this Note shall become due and payable on April 1, 2013 (the “Maturity Date”).  The failure of the Lender to insist upon immediate payment in full upon the Maturity Date shall not be deemed a waiver of such right.  The Lender has the right to extend the Maturity Date in its sole discretion by delivery of notice, as described below.

4.           Conversion Right

At any time on or before the Maturity Date, the Lender has the right to convert part or all of the principal and accrued interest into common stock of Adamis Pharmaceuticals Corporation at $0.55 per share (which figure shall be subject to proportionate adjustment to reflect any stock dividend, stock split, reverse stock split, reclassification, or other similar event affecting the number of outstanding shares of common stock of Borrower).

If Lender desires to exercise such conversion right, it shall deliver a notice to Borrower no later than five (5) business days before the Maturity Date.

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In the event of conversion, the Lender will surrender the original copy of this Note for conversion at the principal office of the Borrower.  Lender agrees to execute such documents in connection with the conversion of this Note as Borrower reasonably requests.  If upon conversion of this Note a fraction of a share would result, then Borrower will, at Borrower’s election, either round up to the next highest share or pay cash in lieu of such fractional share, calculated on the basis of the fair market value (as determined by Borrower) of a share.  All rights with respect to the converted portion of this Note shall terminate upon issuance of the corresponding securities to the Lender.  In connection with a partial conversion of this Note, Lender agrees to surrender this Note to Borrower for cancellation as to that portion of the Note that the Lender elects to convert, and Borrower shall execute and deliver a new Note upon the same terms and conditions set forth herein, dated the date hereof, evidencing the right of the Lender to the balance of the principal that was not converted (and accrued but unpaid interest thereon, as applicable).  As soon as reasonably practicable after conversion of this Note and receipt of the original Note and related documents, Borrower at its expense will cause to be issued in the name of and delivered to the Lender, a certificate or certificates (or, if Borrower determines that the shares will be represented in uncertificated form, then appropriate share notices) for the number of shares to which the Lender is entitled on such conversion (bearing such legends as Borrower determines are necessary or appropriate), together with any other securities and property, if any, to which the Lender is entitled on such conversion under the terms of this Note.

5.           Stock Sale

As further consideration for making the loan described herein, Borrower has agreed to sell Lender five hundred thousand (500,000) shares of common stock of Borrower for a total price of Five Hundred Dollars ($500.00).

6.           Default

Borrower will be in default if any of the following occurs:  (a) Borrower fails to make payment of the Principal Amount when due and fails to cure the default within the time period specified herein; and/or (b) Borrower fails in any material respect to comply with or to perform when due any other material term, obligation, covenant, or condition contained in this Note and fails to cure the default within the time period specified herein.  Notwithstanding any provisions to the contrary contained in this Note, in the event of default by the Borrower, the Lender must provide Borrower with written notice of default, and the Borrower will have five (5) business days to cure the default.

7.           Lender's Rights

Upon default, Lender may declare the entire unpaid Principal Amount immediately due, subject to the subordination provisions set forth in Section 11 below.  Upon the failure to pay the Principal Amount upon final maturity, Lender, at its option, may charge default interest on this Note at a rate equal to the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum rate permitted under applicable usury or other laws.

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8.           Collection Costs

If Lender prevails in a lawsuit to collect on this Note, Borrower will pay Lender's costs and attorneys’ fees in an amount the court finds to be reasonable.

9.           Investment Representations

The Lender hereby represents, warrants, acknowledges and agrees that:

9.1           Investment.  The Lender is acquiring this Note, the securities issuable upon conversion of this Note, and the shares of common stock issuable pursuant to Section 5 above (collectively, the “Securities” and the shares of common stock included in the Securities referred to as the “Transaction Shares”) for the Lender’s own account, and not directly or indirectly for the account of any other person.  The Lender is acquiring the Securities for investment and not with a view to distribution or resale thereof except in compliance with Securities Act of 1933 (the “Act”) and any applicable state law regulating securities.  Lender must bear the economic risk of investment for an indefinite period of time because the Securities have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available.

9.2           Access to Information.  The Lender has had the opportunity to ask questions of, and to receive answers from, the chief executive officer of Borrower with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business and affairs of Borrower.  The Lender has had access to such financial and other information as Lender considers necessary in order for the Lender to make a fully informed decision as to investment in the Securities.

9.3           Experience; Pre-Existing Relationship.  Lender has such business or financial expertise as to be able to protect the Lender’s own interests in connection with the purchase of the Securities.  Lender has a preexisting personal or business relationship with Borrower and/or certain of its officers and/or directors of a nature and duration sufficient to make Lender aware of the character, business acumen and general business and financial circumstances of Borrower and/or such officers and directors.  By reason of Lender’s business or financial experience, Lender is capable of evaluating the merits and risks of this investment, has the ability to protect Lender’s own interests in this transaction and is financially capable of bearing a total loss of this investment.

9.4           No Tax Advice.  Lender represents and warrants that Lender is not relying on Borrower for any tax advice concerning the federal or state consequences of this Note or the other Securities acquired hereunder by Lender.

9.5           Accredited Investor; No General Solicitation.  Lender is an “accredited investor” within the meaning of Regulation D promulgated under the Act.  At no time was Lender presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Securities.

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9.6           Restrictions on Transfer; Securities Laws.  Lender understands that Lender may not transfer any Securities unless such Securities are registered under the Act and qualified under any applicable state securities laws or unless, in the opinion of counsel to Borrower, exemptions from such registration and qualification requirements are available.  Lender has also been advised that exemptions from registration and qualification may not be available or may not permit Lender to transfer all or any of the Securities in the amounts or at the times proposed by Lender.  In addition, Lender has been advised that SEC Rule 144 promulgated under the Act, which permits certain limited sales of unregistered securities, requires that the Securities be held for certain minimum time periods after they have been purchased and paid for (within the meaning of Rule 144), before they may be resold under Rule 144.

10.           Registration Rights

10.1           Public Information; Rule 144.  In general, under Rule 144 promulgated by the Securities and Exchange Commission (the “Commission”), a person who is not an affiliate of the issuer, such as Lender, may, after a six-month holding period, publicly sell restricted securities without restriction as long as adequate current public information about the issuer is available, and without any restrictions (including the adequate current public information requirement) after a one-year holding period. With a view to making available the benefits of Rule 144, commencing six months after the date of this Note Borrower agrees to use its reasonable best efforts to (a) make and keep adequate public information available, as those terms are understood and defined in Rule 144 under the Act, and (b) file with the Commission all reports and other documents required of Borrower under the Act and the Securities Exchange Act of 1934, as amended. Borrower shall have no obligations pursuant to the preceding sentence at any time that Borrower may sell all Transaction Shares without limitation pursuant to Rule 144.

10.2           Registration.

(a)           At any time after one year after the date of the Notes, if the Transaction Shares cannot be sold without restriction pursuant to Rule 144, then if Borrower files a registration statement pursuant to the Act at any time within one year after the date of the Notes, relating to an offering for the account of others under the Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Act) or their then equivalents), then Borrower will promptly will give to Lender written notice thereof (which will include a list of the jurisdictions in which Borrower intends to attempt to qualify such securities under the applicable blue sky or other state securities laws) and will, subject to the provisions below, include in such registration and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all Transaction Shares specified by Lender in a written request delivered to Borrower within 10 days after such written notice from Borrower, subject to the rights of any other holders of Borrower’s securities, pursuant to written registration rights with Borrower, to have such other securities included in such registration in preference to the Transaction Shares and to the ability of any underwriter or placement agent involved in such registration to limit the number of securities of Borrower to be included in such registration.

(b)           Borrower will pay the registration fee relating to the inclusion of the Transaction Shares in the registration.  The Lender shall be responsible for its own fees and expenses, including attorneys’ fees, relating to such registration and any sale of Transaction Shares pursuant to any such registration.  In connection with any such registration, Lender shall execute such customary documents as Borrower may reasonably request relating to the registration and sale of Transaction Shares pursuant to any such registration statement.

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11.           Subordination

11.1           Definitions.  For purposes of this Note:

(a)           “Senior Indebtedness” shall mean the principal of and unpaid interest on, and any other obligations under, any and all indebtedness of Borrower (whether or not convertible into equity securities of Borrower), whether outstanding on the date hereof or hereafter created, pursuant to any secured note (and any agreements or instruments relating thereto) issued or made by Borrower either before or after the date of this Note, or any indebtedness of Borrower issued or made by Borrower either before or after the date of this Note pursuant to any convertible promissory note of Borrower issued to Gemini Master Fund, Ltd. or its affiliates (“Gemini”), and any amendments, renewals or extensions of any such indebtedness, or any debentures, notes or other evidence of indebtedness issued in exchange for such Senior Indebtedness.

(b)           “Senior Lender” shall mean any holder of Senior Indebtedness.

(c)           “Subordinated Indebtedness” means all obligations arising under or relating to this Note (together with all renewals, extensions and modifications hereof and any note or notes issued in substitution herefor) and each and every other debt, liability and obligation of every type and description which the Borrower may now or at any time hereafter owe to the Lender, whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or joint, several or joint and several.

11.2           Subordination.  The payment of all of principal, interest and any other amounts that may become due under or pursuant to this Subordinated Indebtedness is hereby expressly subordinated to the extent and in the manner hereinafter set forth to the payment in full of all Senior Indebtedness; and regardless of any priority otherwise available to the Lender by law or by agreement, as between the holders of Subordinated Indebtedness and the Senior Lender, the Senior Lender shall hold a first priority lien in all collateral relating to the Senior Indebtedness, and any lien claimed therein by the Lender shall be and remain fully subordinate for all purposes to the lien of the Senior Lender therein for all purposes whatsoever.  The Subordinated Indebtedness shall continue to be subordinated to the Senior Indebtedness even if the Senior Indebtedness is deemed unsecured, under-secured, subordinated, avoided or disallowed under the United States Bankruptcy Code or other applicable law.

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11.3           Payments.  Until all of the Senior Indebtedness has been paid in full and the Senior Lender has released its lien in the collateral, if any, the Lender shall not, without the Senior Lender’s prior written consent, demand, receive or accept any payment, other than current interest payments, from Borrower in respect of the Subordinated Indebtedness, or exercise any right of or permit any setoff in respect of the Subordinated Indebtedness.  If the Lender receives any payment on the Subordinated Indebtedness that the Lender is not entitled to receive under the provisions of this Agreement, the Lender will hold the amount so received in trust for the Senior Lender and will forthwith turn over such payment to the Senior Lender in the form received (except for the endorsement of the Lender where necessary) for application to then-existing Senior Indebtedness (whether or not due), in such manner of application as the Senior Lender may deem appropriate.  If the Lender exercises any right of setoff which the Lender is not permitted to exercise under the provisions of this Agreement, the Lender will promptly pay over to the Senior Lender, in immediately available funds, an amount equal to the amount of the claims or obligations offset.  If the Lender fails to make any endorsement required under the provisions of this Section 11, the Senior Lender, or any of its officers or employees or agents on behalf of the Senior Lender, is hereby irrevocably appointed as the attorney-in-fact (which appointment is coupled with an interest) for the Lender to make such endorsement in the Lender’s name.

11.4           Insolvency Proceedings.  If there shall occur any receivership, insolvency, assignment for the benefit of creditors, bankruptcy, arrangements with creditors (whether or not pursuant to bankruptcy or other insolvency laws), or any other marshalling of the assets and liabilities of Borrower (“Insolvency Proceeding”), (i) no amount shall be paid by Borrower in respect of the principal or other amounts due with respect to the Subordinated Indebtedness at the time outstanding, unless and until the principal of and interest on the Senior Indebtedness then outstanding shall be paid in full, (ii) no claim or proof of claim shall be filed with Borrower by or on behalf of Holder that shall assert any right to receive any payments in respect of the principal of and interest on the Subordinated Indebtedness except subject to the payment in full of the principal of and interest on all of the Senior Indebtedness then outstanding, and (iii) any payment or distribution of any kind or character that may be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to the holders of the Senior Indebtedness for application in payment thereof, unless and until all principal and interest on all Senior Indebtedness shall have been paid in full or such payment shall have been provided for.  In the event of any Insolvency Proceeding, the Lender will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Lender where necessary) for application to the then-existing Senior Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Indebtedness has been paid in full and the Senior Lender’s lien in the Collateral has been terminated.  If the Lender shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Lender, may take such action on the Lender’ behalf.  The Lender hereby irrevocably appoint the Senior Lender, or any of its officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Lender (which appointment is coupled with an interest) with the power but not the duty to demand, sue for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the name of the Lender as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Lender will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may reasonably request in order to accomplish the foregoing.  If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to Borrower, the Lender shall not object to the same or assert that its interests are not being adequately protected.

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11.5           Default on Senior Indebtedness.  If there shall occur an event of default with respect to any Senior Indebtedness, as defined therein, or in the instrument under which it is outstanding, permitting the holder to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist, or all Senior Indebtedness shall have been paid in full, no payment shall be made in respect of this Note for a period of one hundred eighty (180) days after the first occurrence of such event of default.

11.6           Further Assurances.  By acceptance of this Note, Holder agrees to execute and deliver customary forms of subordination agreements requested from time to time by holders of Senior Indebtedness, and as a condition to the Holder's rights hereunder, Borrower may require that Holder execute such forms of subordination agreements.

11.7           Subrogation. Subject to the payment in full of all Senior Indebtedness, Holder shall be subrogated to the rights of the holder(s) of such Senior Indebtedness, to the extent of the payments or distributions made to the holder(s) of such Senior Indebtedness pursuant to the provisions of this Section 11, to receive payments and distributions of assets of Borrower applicable to the Senior Indebtedness.  No such payments or distributions applicable to the Senior Indebtedness shall, as between the Borrower and its creditors, other than the holders of Senior Indebtedness and Holder, be deemed to be a payment by Borrower to or on account of this Note; and for purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness to which Holder would be entitled except for the provisions of this Section shall, as between Borrower and its creditors, other than the holders of Senior Indebtedness and Holder, be deemed to be a payment by Borrower to or on account of the Senior Indebtedness.

11.8           Reliance of Holders of Senior Indebtedness.  Holder, by its acceptance hereof, shall be deemed to acknowledge and agree that the foregoing subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the creation of the indebtedness evidenced by this Note, and each such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Indebtedness.  Gemini shall be a third party beneficiary of this Note, and any change to the terms hereof which are adverse to Gemini shall be subject to the prior written approval of Gemini.

11.9           Action on Subordinated Indebtedness.  The Lender will not commence any action or proceeding against Borrower to recover all or any part of the Subordinated Indebtedness, or join with any creditor (unless the Senior Lender shall so join) in bringing any proceeding against the Borrower under any bankruptcy, reorganization, readjustment of debt, arrangement of debt receivership, liquidation or insolvency law or statute of the federal or any state government, or take possession of, sell, or dispose of any Collateral, or exercise or enforce any right or remedy available to the Lender with respect to any such Collateral, unless and until the Senior Lender Indebtedness has been paid in full and the Senior Lender has released its Lien in the Collateral.

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12.           Miscellaneous

12.1           Notices.  Any notice required or permitted under this Note shall be given in writing and shall be deemed effectively given (i) at the time of personal delivery, if delivery is in person; (ii) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States, with proof of delivery from the courier requested; (iii) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries when addressed to the party to be notified; or (iv) one (1) business day after transmission by telecopier with confirmation of successful transmission, to the addresses set forth at the beginning of this Note (or, with respect to Lender, at the address for Lender that is contained in the Borrower’s stock and note records), or at such other address as any party may designate by giving written notice to the other party.

12.2           Entire Agreement.  This Note contemplated hereby (a) represents the entire agreement between the parties and replaces and supersedes any and all oral agreements between the parties, as well as any prior agreement and understandings, writings, both written and oral, among the parties with respect to the subject matter hereof; (b) is not intended to confer upon any other person any rights or remedies hereunder; and (c) shall not be assigned (other than by operation of law).

12.3           Successors and Assignees.  This Note binds and benefits the heirs, successors and assignees of the parties.

12.4           Governing Law; Consent to Jurisdiction.  This Note will be governed by and construed in accordance with the laws of the state of California.  Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court in San Diego, California, in connection with any matter based upon or arising out of this Note or the matters contemplated herein, agrees that process may be served upon them in any manner authorized in this Note for the delivery of notices, and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

12.5           Waiver.  If one party waives any term or provision of this Note at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of its rights or remedies under this Note, that party retains the right to enforce that term or provision at a later time.

12.6           Severability.  If any court determines that any provision of this Note is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Note invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.

12.7           Counterparts.  This Note may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument.

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IN WITNESS WHEREOF, Borrower and Lender have executed this Convertible Promissory Note as of the date first written above.

BORROWER

Adamis Pharmaceuticals Corporation 11455 El Camino Real, Suite 301 San Diego, California  92130
Dated:   June 11, 2012
By:	/s/
	Dennis J. Carlo
	Chief Executive Officer

LENDER

The G-Max Trust
Dated:   June 11, 2012
By:	/s/
	Christoph Boo