Pernix Therapeutics Holdings, Inc. Watch

from 8-K 2 pages 1 for These Purposes, “Cause” Means the Unanimous Determination by the Board of Directors, After Written Notice to You, a Reasonable Opportunity to Cure (If Capable of Being Cured) and the Opportunity to Be Heard, That One or More of the Following Events Has Occurred: (I) Your Willful Failure to Perform Your Material Duties With the Company; (II) Any Willful Failure to Follow Lawful Instructions of the Board of Directors; (III) Any Material Violation of the Material Policies of the Company as Set Forth in a Written Code of Conduct or Similar Document; (IV) Any Act of Gross Negligence, Fraud or Willful Misconduct by You That Is Materially Injuring the Interest, Business or Reputation of the Company, or Any of Its Parents, Subsidiaries or Affiliates; (V) Your Indictment for Any Felony or Any Crime Involving Moral Turpitude; (VI) Any Misappropriation or Embezzlement of the Property of the Company, or Any of Its Parents, Subsidiaries or Affiliates; or (VII) Any Material Breach by You of This Letter Agreement

from 8-K 2 pages 1 for These Purposes, “Cause” Means the Unanimous Determination by the Board of Directors, After Written Notice to You, a Reasonable Opportunity to Cure (If Capable of Being Cured) and the Opportunity to Be Heard, That One or More of the Following Events Has Occurred: (I) Your Willful Failure to Perform Your Material Duties With the Company; (II) Any Willful Failure to Follow Lawful Instructions of the Board of Directors; (III) Any Material Violation of the Material Policies of the Company as Set Forth in a Written Code of Conduct or Similar Document; (IV) Any Act of Gross Negligence, Fraud or Willful Misconduct by You That Is Materially Injuring the Interest, Business or Reputation of the Company, or Any of Its Parents, Subsidiaries or Affiliates; (V) Your Indictment for Any Felony or Any Crime Involving Moral Turpitude; (VI) Any Misappropriation or Embezzlement of the Property of the Company, or Any of Its Parents, Subsidiaries or Affiliates; or (VII) Any Material Breach by You of This Letter Agreement

from 8-K 2 pages 1 for These Purposes, “Cause” Means the Unanimous Determination by the Board of Directors, After Written Notice to You, a Reasonable Opportunity to Cure (If Capable of Being Cured) and the Opportunity to Be Heard, That One or More of the Following Events Has Occurred: (I) Your Willful Failure to Perform Your Material Duties With the Company; (II) Any Willful Failure to Follow Lawful Instructions of the Board of Directors; (III) Any Material Violation of the Material Policies of the Company as Set Forth in a Written Code of Conduct or Similar Document; (IV) Any Act of Gross Negligence, Fraud or Willful Misconduct by You That Is Materially Injuring the Interest, Business or Reputation of the Company, or Any of Its Parents, Subsidiaries or Affiliates; (V) Your Indictment for Any Felony or Any Crime Involving Moral Turpitude; (VI) Any Misappropriation or Embezzlement of the Property of the Company, or Any of Its Parents, Subsidiaries or Affiliates; or (VII) Any Material Breach by You of This Letter Agreement

from 8-K 1 page "3f. Commencing on November 1, 2018 and Continuing Until the Earlier of (I) June 30, 2019 or (II) the End of the Term, the Company Shall Pay Executive a Housing Allowance for a Residence Located Within Fifty (50) Miles of the Company's Offices in Morristown, Nj. the Housing Allowance Shall Be $6,300 Per Month Through November 30, 2018 and Shall Be $6,612 Per Month From That Time Until (I) June 30, 2019 or (II) the End of the Term, Whichever Is Earlier." Please Acknowledge Your Agreement and Receipt by Signing This Amendment to Your Employment Agreement in the Space Provided Below. Very Truly Yours, Pernix Therapeutics Holdings, Inc. /S/ Kenneth R. Piña By: Kenneth R. Piña Senior Vice President, Chief Legal and Compliance Officer & Corporate Secretary Acknowledged and Agreed: /S/ John A. Sedor John A. Sedor

from 10-Q 12 pages Pernix Ireland Pain Designated Activity Company, as Issuer, the Guarantors Party Hereto and Wilmington Trust, National Association as Trustee First Supplemental Indenture Dated as of July 27, 2018 4.25%/5.25% Exchangeable Senior Notes Due 2022

from 10-Q 14 pages Amendment No. 2

from 10-Q 13 pages Amendment No. 3

from 10-Q 51 pages Article 1 Definitions1 Section 1.01 . Definitions1 Section 1.02 . Other Definitional and Interpretive Provisions7 Article 2 Services8 Section 2.01 . Services8 Section 2.02 . Third Party Providers10 Section 2.03 . General Standard of Service11 Section 2.04 . Compliance With Applicable Legal Requirements11 Section 2.05 . Business Plan and Budget11 Section 2.06 . Company Approval11 Section 2.07 . Reports11 Section 2.08 . Force Majeure12 Section 2.09 . Limitations13 Section 2.10 . Cooperation; Further Actions14 Section 2.11 . Systems Access14 Section 2.12 . Policies and Procedures15 Section 2.13 . Outstanding Accounts Receivable15 Article 3 Distribution16 Section 3.01 . Appointment as Exclusive Distributor16 Section 3.02 . Supply of Product17 Section 3.03 . Intellectual Property Matters20 Section 3.04 . Regulatory Matters23 Section 3.05 . Cross-Territory Sales25 Article 4 Fees; Payments25 Section 4.01 . Fees for Services25 Section 4.02 . Invoicing and Payments.26 Article 5 Other Agreements29 Section 5.01 . Confidentiality29 Section 5.02 . Safeguards29 Section 5.03 . Noncompetition29 Article 6 Indemnification; Limitation of Liability30 Section 6.01 . Indemnification30 Section 6.02 . Warranties31 Section 6.03 . Procedures32 Section 6.04 . Limitation of Liability: Exclusion of Damages34 Section 6.05 . Insurance34

from 10-Q 71 pages Stockholders Agreement

from 8-K 14 pages Amendment No. 2

from 8-K 12 pages Amendment No. 3

from 8-K 10 pages Exchange Agreement

from 8-K 10 pages Exchange Agreement

from 8-K 19 pages Exchange Agreement

from 8-K 6 pages Pernix Therapeutics Holdings, Inc. 2017 Omnibus Incentive Plan Form of Nonqualified Stock Option Agreement

from 8-K 6 pages Pernix Therapeutics Holdings, Inc. 2017 Omnibus Incentive Plan Form of Restricted Stock Unit Agreement

from 8-K 27 pages Pernix Therapeutics Holdings, Inc. 2017 Omnibus Incentive Plan, as Amended

from 10-K 12 pages Waiver, Amendment and Consent Agreement

from 10-K 2 pages I Am Pleased to Inform You That the Board of Directors (The "Board") of Pernix Therapeutics Holdings, Inc., a Maryland Corporation (The "Company"), Has Nominated You to Serve as a Member of the Board, Subject to the Company's Stockholders Formally Electing You to the Board at the Company's Annual Meeting of Stockholders to Be Held at 9:30 A.M., Eastern Standard Time, on November 15, 2017 at the Hyatt Morristown at Headquarters Plaza, 3 Speedwell Avenue, Morristown, New Jersey 07960 (The "Annual Meeting"). if Elected, Your Term as a Director Shall Extend Until the Company's Next Annual Meeting of Stockholders and for as Long Thereafter as You Are Re-Elected by the Company's Stockholders at Each Annual Meeting. Also, Subject to Formal Election by the Company's Stockholders, I Am Extending an Offer to You to Serve as a Member of the Board's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. the Company's Mission Is to Identify, Develop and Commercialize Specialty Pharmaceutical Products That Exceed the Expectations of Patients, Customers and Stockholders With a High-Performance Culture and Preeminent Ethical Standards. I Look Forward to Your Guidance in Helping the Company Fulfill Its Mission. the Company's Non-Employee Director Compensation Policy Currently Provides for an Annual Cash Fee of $60,000 and the Following Additional Cash Fees for Participating on Various Committees: Committee Chairperson Committee Member Audit Committee: $24,000 $12,000 Compensation Committee: $15,000 $7,500 Nominating and Corporate Governance Committee: $10,000 $7,500

from 10-K 2 pages I Am Pleased to Inform You That the Board of Directors (The "Board") of Pernix Therapeutics Holdings, Inc., a Maryland Corporation (The "Company"), Has Nominated You to Serve as a Member of the Board, Subject to the Company's Stockholders Formally Electing You to the Board at the Company's Annual Meeting of Stockholders to Be Held at 9:30 A.M., Eastern Standard Time, on November 15, 2017 at the Hyatt Morristown at Headquarters Plaza, 3 Speedwell Avenue, Morristown, New Jersey 07960 (The "Annual Meeting"). if Elected, Your Term as a Director Shall Extend Until the Company's Next Annual Meeting of Stockholders and for as Long Thereafter as You Are Re-Elected by the Company's Stockholders at Each Annual Meeting. Also, Subject to Formal Election by the Company's Stockholders, I Am Extending an Offer to You to Chair the Board's Audit Committee and Serve as a Member of the Board's Compensation Committee. the Company's Mission Is to Identify, Develop and Commercialize Specialty Pharmaceutical Products That Exceed the Expectations of Patients, Customers and Stockholders With a High-Performance Culture and Preeminent Ethical Standards. I Look Forward to Your Guidance in Helping the Company Fulfill Its Mission. the Company's Non-Employee Director Compensation Policy Currently Provides for an Annual Cash Fee of $60,000 and the Following Additional Cash Fees for Participating on Various Committees: Committee Chairperson Committee Member Audit Committee: $24,000 $12,000 Compensation Committee: $15,000 $7,500 Nominating and Corporate Governance Committee: $10,000 $7,500