SECURITY AGREEMENTSecurity Agreement • January 15th, 2010 • Adamis Pharmaceuticals Corp • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of January 11, 2010 (this “Agreement”), is among Adamis Pharmaceuticals Corporation, a Delaware corporation (the “Company”), each of the Subsidiaries of the Company other than Biosyn, Inc. and Cellegy Holdings, Inc. (such Subsidiaries, the “Guarantors”, and together with the Company, collectively the “Debtor” or “Debtors”), in favor of GEMINI STRATEGIES, LLC, as collateral agent (“Agent”) for all the holder(s) of the Company’s 10% Senior Secured Convertible Notes issued or to be issued in the original aggregate principal amount of up to $1,500,000 (the “Notes”) pursuant to the Purchase Agreement (as defined below) (collectively, together with their endorsees, transferees and assigns, the “Secured Parties”, and each individually, a “Secured Party”).
ADAMIS PHARMACEUTICALS CORPORATION 10% SENIOR SECURED CONVERTIBLE NOTEAdamis Pharmaceuticals Corp • January 15th, 2010 • Pharmaceutical preparations • New York
THIS NOTE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Notes of ADAMIS PHARMACEUTICALS CORPORATION, a Delaware corporation (the “Company”), having its principal place of business at 2658 Del Mar Heights Rd., #555, Del Mar, CA 92014, designated as its 10% Senior Secured Convertible Notes (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • January 15th, 2010 • Adamis Pharmaceuticals Corp • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of January 11, 2010 (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(s) (including such purchaser’s(s’) successors, transferees and assigns, the “Purchasers”) signatory to the Purchase Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 15th, 2010 • Adamis Pharmaceuticals Corp • Pharmaceutical preparations
LOCK-UP AGREEMENTLock-Up Agreement • January 15th, 2010 • Adamis Pharmaceuticals Corp • Pharmaceutical preparations • New York
This Lock-Up Agreement ("Agreement") is made as of the date set forth below by the undersigned ("Holder") in connection with such Holder’s ownership of shares of Common Stock of Adamis Pharmaceuticals Corporation, a Delaware corporation (the "Company").
