ADMP Adamis Pharmaceuticals Corporation

(d) Appointment of Directors

On September 30, 2021, the board of directors (the “Board”) of Adamis Pharmaceuticals Corporation (the “Company”) approved the appointment of Meera J. Desai, Ph.D., as an independent director and member of the Board, effective October 1, 2021. Dr. Desai is a founder and managing director of Karana Biotech, LLC, a boutique life science advisory firm founded in August 2018. She has over 15 years of pharmaceutical industry experience in drug development and commercialization of products in multiple therapeutic areas, as well as corporate development experience regarding a variety of transactions and relationships. From May 2014 to August 2018, she held positions of increasing responsibility at AcelRx Pharmaceuticals, a public specialty pharmaceutical company, including Senior Director, Corporate Development. Prior to that time, she held positions of increasing responsibility at Novartis Pharmaceuticals Corporation, an affiliate of Novartis AG, including Associate Director, Pharmaceutical Development, and has also held responsible program manager positions at Nektar Therapeutics, and ALZA Corporation, a Johnson & Johnson company. Dr. Desai holds a Bachelor’s degree in Chemistry from Drew University and a Ph.D. in Analytical Chemistry from Iowa State University.

Dr. Desai has been appointed to the Audit Committee, Compensation Committee, and Nominating and Governance Committee of the Board.

There is no arrangement or understanding between Dr. Desai and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Dr. Desai and any of the Company’s other directors or executive officers. Dr. Desai does not have any direct or indirect material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.

In connection with her appointment as a director of the Company, Dr. Desai was granted a cash stock appreciation right (the “SAR”). The SAR provides for a reference price equal to the fair market value of the common stock of the Company of the date of grant of the SAR, and a reference number of shares equal to 50,000 shares. The SAR vests with respect to 1/6 of the reference number of shares on the six-month anniversary of the grant date and vests monthly thereafter in equal installments over a period of three years from the grant date, subject to the recipient providing continuous service to the Company. The SAR has a term of seven years. The vested portion of the SAR may be settled only in cash and may be exercised for a period of 12 months after the date of termination of the recipient’s service to the Company. Upon settlement, the Company will pay to the recipient an amount of cash equal to the difference between the fair market value of the common stock on the date of termination of service or, if lower, on the date of exercise, and the initial reference price, multiplied by the number of shares as to which the SAR is being exercised. In the event of a change of control of the Company before the SAR is fully vested, vesting and exercisability is accelerated.

Pursuant to the Company’s policies regarding compensation for non-employee directors, as described under the heading “Compensation of Directors” in the Company’s definitive proxy statement dated June 14, 2021, relating to its 2021 annual meeting of stockholders, Dr. Desai will be entitled to receive an annual cash director fee and is also entitled to reimbursement of reasonable expenses incurred in connection with Board-related activities. The Company will also enter into an indemnity agreement with Dr. Desai.