ADMP Adamis Pharmaceuticals Corporation

(d) Appointment of Directors

On May 24, 2022, the board of directors (the “Board”) of Adamis Pharmaceuticals Corporation (the “Company”) approved the appointment of Vickie S. Reed as an independent director and member of the Board, effective May 24, 2022. Ms. Reed is a healthcare executive with over 25 years of experience in operating and governance roles. Ms. Reed has served as Senior Vice President, Finance and Chief Accounting Officer at Mirati Therapeutics since November 2021, and as Chief Accounting Officer since January 2020, Vice President of Finance from December 2016 to January 2020, and Senior Director and Corporate Controller from October 2013 to December 2016, of Mirati Therapeutics. She is also a member of the board of directors of Evoke Pharma, a public pharmaceuticals company. Previously, she served as Senior Director, Finance and Controller at Zogenix, Inc., a public biotechnology company in San Diego and Emeryville, California, and held corporate accounting positions at Amylin Pharmaceuticals, Inc., a public biotechnology company acquired by Bristol Myers Squibb in 2012. Prior to joining Amylin, Ms. Reed held financial leadership roles at several biotechnology and telecommunications companies. Ms. Reed began her career with Price Waterhouse, now PricewaterhouseCoopers, in Denver, Colorado. She is a Certified Public Accountant (inactive) in the State of Colorado and received a B.S. in Accounting from University of Colorado, Denver.

There is no arrangement or understanding between Ms. Reed and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Ms. Reed and any of the Company’s other directors or executive officers. Ms. Reed 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, Ms. Reed 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 current policies regarding compensation for non-employee directors, as may be amended from time to time, Ms. Reed will be entitled to receive an annual cash director fee, currently $64,000 per year paid quarterly in arrears, and is also entitled to reimbursement of reasonable expenses incurred in connection with Board-related activities. The Company will also enter into its form of indemnity agreement with Ms. Reed.