AGREEMENT AND PLAN OF MERGER dated as of March 28, 2016 by and among Adamis Pharmaceuticals Corporation, as APC US Compounding, Inc., as the Company Ursula MergerSub Corp., as Merger Sub and Eddie Glover, as the Stockholders’ RepresentativeMerger Agreement • March 29th, 2016 • Adamis Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 28, 2016 (the “Agreement Date”), is entered into by and among Adamis Pharmaceuticals Corporation, a Delaware corporation (“APC”), US Compounding, Inc., an Arkansas corporation (the “Company”), Ursula MergerSub Corp., an Arkansas corporation and a direct wholly owned subsidiary of APC (“Merger Sub”), and, with respect to Section 1.9, Section 4.7, Section 4.8, Section 4.9, Section 4.11, Section 4.24, Article 6, Article 7 and Article 8 only, Eddie Glover, as the Stockholders’ Representative. Certain capitalized terms used herein have the meanings assigned to them in Annex A to this Agreement.
JOINDER AGREEMENT AND GENERAL RELEASEJoinder Agreement and General Release • March 29th, 2016 • Adamis Pharmaceuticals Corp • Pharmaceutical preparations • Arkansas
This Joinder Agreement and General Release (this “Agreement”) is entered into as of March 28, 2016 by and among Adamis Pharmaceuticals Corporation, a Delaware corporation (“APC”), U.S. Compounding, Inc., an Arkansas corporation (the “Company”), and the undersigned shareholder of the Company whose names are subscribed on the signature page hereof (“You”). Capitalized terms used and not defined herein have the meanings given them in the Merger Agreement (as defined below).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2016 • Adamis Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is executed as of the date set forth below, by and between ADAMIS PHARMACEUTICALS CORPORATION, a Delaware corporation having an address at 11682 El Camino Real, Suite 300 San Diego, CA 92130 (“Borrower”), and BEAR STATE BANK, N.A., a national banking association with an office located at 900 South Shackleford Road, Suite 401, Little Rock, Arkansas 72211, its successors and assigns (“Lender”), as follows:
COMMON STOCK PURCHASE WARRANT ADAMIS PHARMACEUTICALS COrporation8-K • March 29th, 2016 • Adamis Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for $100.00 and other valuable consideration received, Bear State Bank, N.A., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing on or after the occurrence of an Exercise Event (as defined below) and ending on or prior to 11:59 P.M. on the date that the Loan Agreement is terminated (other than a termination of the Loan Agreement by Holder by reason of the occurrence of an Event of Default) (the “Termination Date”), to purchase from Adamis Pharmaceuticals Corporation, a Delaware corporation (the “Company”), up to 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, $0.0001 par value per share, of the Company (“Common Stock”), at the per share Exercise Price as defined in Section 2(b).
