Common use of Evidence of Issuance Clause in Contracts

Evidence of Issuance. The issuance of the shares of Stock upon exercise of your Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Stock certificates. Withholding Taxes You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option. In the event that the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option, the Company or any Affiliate shall have the right to (i) require you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, or (iii) withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement to meet such obligations. Any shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable laws; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in your relevant tax jurisdictions). You agree that the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes.

Evidence of Issuance. The issuance of the shares Shares under the grant of Stock upon exercise of your Option Restricted Shares evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, book-entry, direct registration, registration or issuance of one or more Stock share certificates, with any unvested Restricted Shares bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Shares vests, the recordation of the number of Restricted Shares attributable to you will be appropriately modified if necessary. Forfeiture of Unvested Restricted Shares Unless the termination of your Service triggers accelerated vesting of your Restricted Shares or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate and you, you will automatically forfeit to the Company all of the unvested Restricted Shares in the event you are no longer providing Service. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of any the Company or any Affiliate or any confidentiality obligation with respect to the Company or any Affiliate or otherwise in competition with the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of your rights to the Restricted Shares awarded under this Agreement and the Restricted Shares shall immediately expire. In addition, if you have vested in Restricted Shares during the [three] year period prior to your actions, you will owe the Company a cash payment (or forfeiture of Shares) in an amount determined as follows: (1) for any Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any Shares that you still own, the amount will be the number of Shares owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the Restricted Shares or any other Shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. Your employer may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree. Withholding Taxes You agree as a condition of this Agreement grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to as a result of the exercise vesting or receipt of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this OptionRestricted Shares. In the event that the Company or any Affiliate determines that any federal, state, local, local or foreign tax or withholding payment is required relating to the exercise vesting or receipt of Shares arising from this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Optiongrant, the Company or any Affiliate shall have the right to (i) require you to tender a cash payment, (ii) deduct such payments from payments of any kind otherwise due to you, or (iii) withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement such amounts from other payments due to meet such obligations. Any shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable laws; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in your relevant tax jurisdictions). You agree that from the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that (including withholding the Company or any Affiliate may, as it reasonably considers necessary, amend or vary delivery of vested Shares otherwise deliverable under this Agreement to facilitate such recovery of taxesAgreement).

Evidence of Issuance. The issuance of the shares Shares under the grant of Stock upon exercise of your Option Restricted Shares evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, book-entry, direct registration, registration or issuance of one or more Stock share certificates, with any unvested Restricted Shares bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Shares vests, the recordation of the number of Restricted Shares attributable to you will be appropriately modified if necessary. Forfeiture of Unvested Restricted Shares Unless the termination of your Service triggers accelerated vesting of your Restricted Shares or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate and you, you will automatically forfeit to the Company all of the unvested Restricted Shares in the event you are no longer providing Service. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of any the Company or any Affiliate or any confidentiality obligation with respect to the Company or any Affiliate or otherwise in competition with the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of your rights to the Restricted Shares awarded under this Agreement and the Restricted Shares shall immediately expire. In addition, if you have vested in Restricted Shares during the [three] year period prior to your actions, you will owe the Company a cash payment (or forfeiture of Shares) in an amount determined as follows: (1) for any Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any Shares that you still own, the amount will be the number of Shares owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the Restricted Shares or any other Shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). Withholding Taxes You agree as a condition of this Agreement grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to as a result of the exercise vesting or receipt of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this OptionRestricted Shares. In the event that the Company or any Affiliate determines that any federal, state, local, local or foreign tax or withholding payment is required relating to the exercise vesting or receipt of Shares arising from this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Optiongrant, the Company or any Affiliate shall have the right to (i) require you to tender a cash payment, (ii) deduct such payments from payments of any kind otherwise due to you, or (iii) withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement such amounts from other payments due to meet such obligations. Any shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable laws; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in your relevant tax jurisdictions). You agree that from the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that (including withholding the Company or any Affiliate may, as it reasonably considers necessary, amend or vary delivery of vested Shares otherwise deliverable under this Agreement to facilitate such recovery of taxesAgreement).

Evidence of Issuance. The issuance of the shares of Common Stock upon exercise of your Option shall with respect to the Restricted Stock Units will be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Stock stock certificates. Withholding Taxes You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option. In the event that the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment (“Tax Related Items”) is required relating to the exercise this grant of this OptionRestricted Stock Units, the sale issuance of Common Stock with respect to this grant, or the payment of dividends, you instruct and authorize the Company and any broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) acceptable to the Company for such purpose to sell on your behalf a whole number of shares of Common Stock acquired under this Option, or from the Common Stock to be delivered in connection with the Restricted Stock Units as otherwise arising under this Optionthe Company determines is appropriate to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company. Alternatively, the Company or any Affiliate shall will have the right to (i) require you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, or (iii) withhold the delivery of vested shares of Common Stock otherwise deliverable under this Agreement to meet such obligations. Any shares of ; provided that the Common Stock so withheld and/or sold in accordance with this provision will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable laws; providedlaw.Regardless of any action the Company takes with respect to any or all Tax Related Items, howeveryou acknowledge that the ultimate liability for all Tax Related Items legally due by you is and remains your responsibility and that the Company: (a) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Restricted Stock Units, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effectincluding the award of the Restricted Stock Units, the Board vesting of the Restricted Stock Units, the issuance of shares of Common Stock in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at vesting and the receipt of any dividends; and (b) does not commit to structure the terms of the award or any aspect of the Committee has full discretion Restricted Stock Units to choose, reduce or to allow you to elect, to withhold eliminate your liability for Tax Related Items.If the Company satisfies the obligation for Tax Related Items by withholding a number of shares of Common Stock having an aggregate Fair Market Value as described above, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess a number of the maximum statutory withholding amount(s) shares is held back solely for the purpose of paying the Tax Related Items due as a result of the vesting of the Restricted Stock Units.The Company may refuse to deliver the shares of Common Stock to you if you fail to comply with your obligations in your relevant tax jurisdictions). You agree that connection with the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, Tax Related Items as it reasonably considers necessary, amend or vary described in this Agreement to facilitate such recovery of taxessubsection.

Evidence of Issuance. The issuance of the shares of Stock upon exercise of your Option with respect to the RSUs shall be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, by (i) book-entry, direct registration, entry registration or (ii) issuance of one or more Stock share certificates. Withholding Taxes You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the exercise of this Option, RSUs or the sale issuance of shares of Stock acquired under this Option, or as otherwise arising under this Optionwith respect to the RSUs. In the event that the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option, RSUs or the sale issuance of shares of Stock acquired under this Option, or as otherwise arising under this Optionwith respect to the RSUs, the Company or any Affiliate shall have the right right, in the Committee’s discretion, to (i) require you to tender a cash payment, (ii) deduct the tax or withholding payment from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”), whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection with the RSUs to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or any Affiliate, or (iiiiv) withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement to meet such obligations. Any , provided that, to the extent required to avoid adverse accounting consequences to the Company, the shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable laws; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in your relevant tax jurisdictions)Applicable Laws. You agree that the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes. Transferability Your RSUs may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit your RSUs. Trading Restrictions In the event that any shares covered by your RSUs are scheduled to be delivered on a date (the “Original Distribution Date”) that does not occur: (i) during an open “window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities (the “Policy”); (ii) on a date on which you are permitted to sell shares of Stock pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy; or (iii) on a date when you are otherwise permitted to sell shares of Stock on the open market, then such shares will not be delivered on such Original Distribution Date and will instead be delivered as of the earlier of (A) the first date you are not subject to any such policy or restriction and (B) the later of (1) the last day of the calendar year in which such distribution would otherwise have been made, and (2) a date that is immediately prior to the expiration of two and one-half months following the date such distribution would otherwise have been made hereunder. Stockholder Rights You have no rights as a stockholder with respect to the RSUs unless and until shares of Stock relating to the RSUs have been issued to you and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments to your Stock shall be made for dividends, distributions, or other rights on or with respect to the Stock generally if the applicable record date for any such dividend, distribution, or right occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. You may at any time obtain a copy of the prospectus related to your Award pursuant to this Agreement by accessing the prospectus at [Address]. Additionally, you may receive a paper copy of the prospectus free of charge from the Company by contacting [Contact], [Address], [Telephone Number], and [Email Address].

Evidence of Issuance. The issuance of the shares upon the vesting of the Restricted Stock upon exercise of your Option Units shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration, registration or issuance of one or more Stock share certificates. Withholding Taxes You agree agree, as a condition of this Agreement grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the exercise as a result of this Option, the sale of shares vesting in Restricted Stock Units or your acquisition of Stock acquired under this Option, or as otherwise arising under this Optiongrant. In the event that the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Optiongrant under applicable laws, the sale Company will have the right to: (i) require that you arrange such payments to the Company, or (ii) cause an immediate forfeiture of shares of Stock acquired under subject to the Restricted Stock Units granted pursuant to this Option, Agreement in an amount equal to the withholding or as otherwise arising under other taxes due. Retention Rights Neither your Restricted Stock Units nor this OptionAgreement gives you the right to be retained or employed by the Company (or any Subsidiary or Affiliate) in any capacity. Subject to the Employment Agreement, the Company (and any parent, Subsidiary or any Affiliate shall have Affiliate) reserve the right to (i) require you terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to tender the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash paymentdividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at fair market value of the Stock on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of Restricted Stock Units covered by this grant will be adjusted proportionately (ii) deduct from payments and rounded down to the nearest whole number). Your Restricted Stock Units shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Colorado, other than any kind conflicts or choice of law rule or principle that might otherwise due to you, refer construction or (iii) withhold the delivery interpretation of vested shares of Stock otherwise deliverable under this Agreement to meet such obligationsthe substantive law of another jurisdiction. The Agreement This Agreement and the associated cover sheet constitute the entire understanding between you and the Company regarding this grant. Any shares agreements, commitments or negotiations concerning this grant are superseded; except that any written employment [(including the Employment Agreement)], consulting, confidentiality, non-competition and/or severance agreement between you and the Company (or any Affiliate), whether entered into before or after this Agreement’s effective date, shall supersede this Agreement with respect to its subject matter, provided that no such superseding shall result in a failure to comply with the requirements of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable laws; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess Section 409A of the maximum statutory withholding amount(s) in your relevant tax jurisdictionsInternal Revenue Code of 1986, as amended (“Section 409A”). You agree Data Privacy The Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Agreement. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. Code Section 409A It is intended that this award comply with Section 409A or an exemption to Section 409A. To the extent that the Company or determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any Affiliate provision of this Agreement, such provision shall be entitled deemed amended to use whatever method it may deem appropriate the minimum extent necessary to recover avoid application of such taxesadditional tax. You further agree The nature of any such amendment shall be determined by the Company. For purposes of this award, a termination of Service only occurs upon an event that would be a Separation from Service within the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery meaning of taxes.Section 409A.

Evidence of Issuance. The issuance of the shares of Stock upon exercise of your this Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Stock certificates. Withholding Taxes You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option. In the event that the Company or any Affiliate subsidiary of the Company determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option, the Company or any Affiliate subsidiary of the Company shall have the right to (i) require you to tender a cash payment, or (ii) deduct from payments of any kind otherwise due to you. If the Board or the Committee so permits, or (iii) withhold the delivery of you may elect to satisfy any such tax withholding obligation by having vested shares of Stock otherwise deliverable under this Agreement withheld up to meet such obligations. Any shares of Stock so withheld will have an aggregate Fair Market Value amount that does not exceeding the exceed your minimum amount of applicable withholding tax required to be withheld by applicable laws; providedrate for federal (including FICA), however, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in your relevant state and local tax jurisdictions)liabilities. You agree that the Company or any Affiliate subsidiary of the Company shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, as it reasonably considers ​ ​ ​ necessary, amend or vary this Agreement to facilitate such recovery of taxes.

Evidence of Issuance. The issuance of the shares of Common Stock upon exercise of your Option shall with respect to the Restricted Stock Units will be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Stock stock certificates. Withholding Taxes You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option. In the event that the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment (“Tax Related Items”) is required relating to the exercise this grant of this OptionRestricted Stock Units, the sale issuance of shares of Common Stock acquired under with respect to this Optiongrant, or as otherwise arising under this Optionthe payment of dividends, the Company or any Affiliate shall will have the right to (i) require you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the Common Stock to be delivered in connection with the Restricted Stock Units to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company, or (iiiiv) withhold the delivery of vested shares of Common Stock otherwise deliverable under this Agreement to meet such obligations. Any shares of ; provided that the Common Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable laws; providedlaw.Regardless of any action the Company takes with respect to any or all Tax Related Items, howeveryou acknowledge that the ultimate liability for all Tax Related Items legally due by you is and remains your responsibility and that the Company: (a) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Restricted Stock Units, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effectincluding the award of the Restricted Stock Units, the Board vesting of the Restricted Stock Units, the issuance of shares of Common Stock in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at vesting and the receipt of any dividends; and (b) does not commit to structure the terms of the award or any aspect of the Committee has full discretion Restricted Stock Units to choose, reduce or to allow you to elect, to withhold eliminate your liability for Tax Related Items.If the Company satisfies the obligation for Tax Related Items by withholding a number of shares of Common Stock having an aggregate Fair Market Value as described above, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess a number of the maximum statutory withholding amount(s) shares is held back solely for the purpose of paying the Tax Related Items due as a result of the vesting of the Restricted Stock Units.The Company may refuse to deliver the shares of Common Stock to you if you fail to comply with your obligations in your relevant tax jurisdictions). You agree that connection with the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, Tax Related Items as it reasonably considers necessary, amend or vary described in this Agreement to facilitate such recovery of taxessubsection.

Evidence of Issuance. The issuance of the shares of Stock upon exercise of your Option with respect to the RSUs shall be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, by (i) book-entry, direct registration, entry registration or (ii) issuance of one or more Stock share certificates. Withholding Taxes You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the exercise of this Option, RSUs or the sale issuance of shares of Stock acquired under this Option, or as otherwise arising under this Optionwith respect to the RSUs. In the event that the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option, RSUs or the sale issuance of shares of Stock acquired under this Option, or as otherwise arising under this Optionwith respect to the RSUs, the Company or any Affiliate shall have the right right, in the Committee’s discretion, to (i) require you to tender a cash payment, (ii) deduct the tax or withholding payment from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”), whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection with the RSUs to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or any Affiliate, or (iiiiv) withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement to meet such obligations. Any , provided that, to the extent required to avoid adverse accounting consequences to the Company, the shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable laws; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in your relevant tax jurisdictions)Applicable Laws. You agree that the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes. Transferability Your RSUs may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit your RSUs. Trading Restrictions In the event that (i) any shares covered by your RSUs are scheduled to be delivered on a date (the “Original Distribution Date”) that does not occur: (A) during an open “window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities (the “Policy”); (B) on a date on which you are permitted to sell shares of Stock pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy; or (C) on a date when you are otherwise permitted to sell shares of Stock on the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from the shares otherwise deliverable, withholding from other compensation otherwise payable to you by the Company or its Affiliates, or by permitting you to pay your withholding taxes in cash, then such shares will not be delivered on such Original Distribution Date and will instead be delivered as of the earlier of (1) the first date you are not subject to any such policy or restriction and (2) the later of (I) the last day of the calendar year in which such distribution would otherwise have been made, and (II) a date that is immediately prior to the expiration of two and one-half months following the date such distribution would otherwise have been made hereunder. Stockholder Rights You have no rights as a stockholder with respect to the RSUs unless and until shares of Stock relating to the RSUs have been issued to you and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments to your Stock shall be made for dividends, distributions, or other rights on or with respect to the Stock generally if the applicable record date for any such dividend, distribution, or right occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. You may at any time obtain a copy of the prospectus related to your Award pursuant to this Agreement by accessing the prospectus at [Address]. Additionally, you may receive a paper copy of the prospectus free of charge from the Company by contacting [Contact], [Address], [Telephone Number], and [Email Address].

Evidence of Issuance. The issuance of the shares of Common Stock upon exercise of your the Option shall will be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Stock share certificates. Withholding Taxes You agree as a condition of this Agreement that will not be allowed to exercise the Option unless you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to as a result of the Option exercise of this Option, the or sale of shares of Common Stock acquired under this Option, or as otherwise arising under this upon exercise of the Option. In the event that If the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option, the or sale of shares of Common Stock acquired purchased upon exercise of the Option under this Optionapplicable laws, the Company will have the right to require such payments from you, or as otherwise arising under this Option, withhold such amounts from other payments due to you from the Company or any Affiliate affiliate. You may elect to satisfy this withholding obligation, in whole or in part, by delivering currently owned shares of Common Stock or having the Company withhold shares of Common Stock, in each case having a value equal to the minimum statutory amount required to be withheld under federal, state and local law. The value of the shares of Common Stock to be delivered or withheld shall have be based on the Fair Market Value of the Common Stock on the date that the amount of tax to be withheld shall be determined ("Tax Date"), and such shares may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. Any such election must be made prior to the Tax Date. If you are not subject to Section 16 of the 1934 Act, the Committee may disapprove of any such election, may suspend or terminate the right to make such elections, or may provide that the right to make such elections shall not apply to the Option. Transferability The Option may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred or encumbered by you in any manner except: (ia) require you by will; (b) by the laws of descent and distribution; (c) pursuant to tender a cash paymentdomestic relations order, as defined in the Code; or (d)(i) to Immediate Family Members (as defined below), (ii) deduct from payments to a partnership in which you and/or your Immediate Family Members, or entities in which you and/or your Immediate Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole partners, (iii) to a limited liability company in which you and/or your Immediate Family Members, or entities in which you and/or your Immediate Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole members, or (iv) to a trust for the sole benefit of any kind otherwise due you and/or your Immediate Family Members. "Immediate Family Members" shall be defined as your spouse and the natural or adopted children or grandchildren of you and your spouse. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option, or levy of attachment or similar process upon the Option not specifically permitted herein, shall be null and void and without effect. In the event of your termination of service, this Agreement will continue to be applied with respect to you, following which the Option will be exercisable by the transferee only to the extent and for the periods specified in this Agreement. Retention Rights This Agreement and the grant of the Option do not give you the right to be retained by the Company or (iii) withhold any affiliate in any capacity. Unless otherwise specified in any employment or other written agreement between you and the delivery Company or any affiliate, including your Employment Agreement, the Company and any affiliate reserve the right to terminate your service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of vested the Company until the shares of Common Stock have been issued upon exercise of the Option and either a certificate evidencing the shares of Common Stock has been issued or an appropriate entry has been made on the Company's books. No adjustments are made for dividends, distributions, or other rights if the applicable record date occurs before your certificate is issued or the appropriate book entry is made, except as described in the Plan. The Option will be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event that the Company is subject to such corporate activity. Applicable Law The validity and construction of this Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise deliverable under refer construction or interpretation of this Agreement to meet such obligationsthe substantive laws of any other jurisdiction. The Plan The text of the Plan is incorporated into this Agreement. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan, unless otherwise referenced as being defined in the Employment Agreement. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the Option. Any prior agreements, commitments, or negotiations concerning the Option are superseded; except that the Employment Agreement and any other written confidentiality, non-competition, non-solicitation and/or severance agreement, or any other written agreement between you and the Company or any affiliate, as applicable, will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. This data includes, without limitation, information provided in this Agreement and any changes to such information, other appropriate personal and financial data about you, including your contact information, payroll information and any other information that the Company deems appropriate to facilitate the administration of the Plan. By accepting the Option, you give explicit consent to the Company to process any such personal data. Notice Delivery By accepting the Option, you agree that notices may be given to you in writing either at your home or mailing address as shown in the records of the Company or any affiliate or by electronic transmission (including e-mail or reference to a website or other URL) sent to you through the normal process employed by the Company or any affiliate, as applicable, for communicating electronically with its employees. Pernix Therapeutics Holdings, Inc., a Maryland corporation (the "Company"), hereby grants restricted share units relating to shares of Stock so withheld will have an aggregate Fair Market Value its common stock, par value $0.01 per share (the "Common Stock"), to the Grantee named below (the "RSU"). Additional terms and conditions of the grant are set forth on this Cover Sheet and in the attached Restricted Share Unit Agreement (together, the "Agreement"), in the Company's Amended and Restated 2015 Omnibus Incentive Plan (as further amended from time to time, the "Plan") and in your Employment Agreement with the Company, dated as of November 3, 2016 (the "Employment Agreement"). Grantee Name: Xxxxxx X. Xxxx, Ph.X. Xxxxx Date: November 3, 2016 Number of Restricted Share Units: 65,500 Vesting Start Date: July 26, 2016 Vesting Schedule: One-third (1/3) of the RSUs shall vest on each of the first, second and third anniversaries of the Vesting Start Date, subject to your continued service with the Company on the applicable vesting date. Grantee: Date: November 3, 2016 Xxxxxx X. Xxxx, Ph.D. Company: Date: November 3, 2016 Xxxxx Xxxxxxxxx Director This is not exceeding the minimum amount of tax required to be withheld by applicable laws; provided, however, for so long as Accounting Standards Update 2016-09 a share certificate or a similar rule is otherwise negotiable instrument. Restricted Share Units This Agreement evidences an award of RSUs in effectthe number set forth on the Cover Sheet of this Agreement and subject to the vesting and other terms and conditions set forth in this Agreement and in the Plan. Vesting The RSUs will vest in accordance with the Vesting Schedule set forth on the Cover Sheet, subject to your continued service through each vesting date. You may not vest in more than the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Common Stock having an aggregate Fair Market Value that covered by your RSUs, as set forth on the Cover Sheet of this Agreement. Unless the termination of your service triggers accelerated vesting or other treatment of your RSUs pursuant to the terms of this Agreement or your Employment Agreement, you will immediately and automatically forfeit to the Company all of your unvested RSUs in the event your service terminates for any reason not addressed in this Agreement or your Employment Agreement. Notwithstanding the Vesting Schedule set forth on the Cover Sheet, if your service is greater terminated by the Company without Cause (other than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess as a result of the maximum statutory withholding amount(s) in your relevant tax jurisdictionsdeath or Disability). You agree that , on account of non-renewal of your Employment Agreement by the Company or any Affiliate if you resign with Good Reason (as each such term is defined below), your RSUs will become 100% vested upon such termination of service. For all purposes of this Agreement, the terms "Cause", "Good Reason" and "Disability" shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that have the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxesmeanings set forth in your Employment Agreement.

Evidence of Issuance. The issuance of the shares of Stock upon exercise of your this Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Stock certificates. Withholding Taxes You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option. In the event that the Company or any Affiliate subsidiary of the Company determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option, the Company or any Affiliate subsidiary of the Company shall have the right to (i) require you to tender a cash payment, or (ii) deduct from payments of any kind otherwise due to you. If the Board or the Committee so permits, or (iii) withhold the delivery of you may elect to satisfy any such tax withholding obligation by having vested shares of Stock otherwise deliverable under this Agreement withheld up to meet such obligations. Any shares of Stock so withheld will have an aggregate Fair Market Value amount that does not exceeding the exceed your minimum amount of applicable withholding tax required to be withheld by applicable laws; providedrate for federal (including FICA), however, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in your relevant state and local tax jurisdictions)liabilities. You agree that the Company or any Affiliate subsidiary of the Company shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes.

Evidence of Issuance. The issuance of the shares of Common Stock upon exercise of your the Option shall will be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Stock share certificates. Withholding Taxes You agree as a condition of this Agreement that will not be allowed to exercise the Option unless you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to as a result of the Option exercise of this Option, the or sale of shares of Common Stock acquired under this Option, or as otherwise arising under this upon exercise of the Option. In the event that If the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option, the or sale of shares of Common Stock acquired purchased upon exercise of the Option under this Optionapplicable laws, the Company will have the right to require such payments from you, or as otherwise arising under this Option, withhold such amounts from other payments due to you from the Company or any Affiliate affiliate. You may elect to satisfy this withholding obligation, in whole or in part, by delivering currently owned shares of Common Stock or having the Company withhold shares of Common Stock, in each case having a value equal to the minimum statutory amount required to be withheld under federal, state and local law. The value of the shares of Common Stock to be delivered or withheld shall have be based on the Market Price of the Common Stock on the date that the amount of tax to be withheld shall be determined ("Tax Date"), and such shares may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. Any such election must be made prior to the Tax Date. If you are not subject to Section 16 of the 1934 Act, the Committee may disapprove of any such election, may suspend or terminate the right to make such elections, or may provide that the right to make such elections shall not apply to the Option. Transferability The Option may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred or encumbered by you in any manner except: (ia) require you by will; (b) by the laws of descent and distribution; (c) pursuant to tender a cash paymentdomestic relations order, as defined in the Code; or (d)(i) to Immediate Family Members (as defined below), (ii) deduct from payments to a partnership in which you and/or your Immediate Family Members, or entities in which you and/or your Immediate Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole partners, (iii) to a limited liability company in which you and/or your Immediate Family Members, or entities in which you and/or your Immediate Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole members, or (iv) to a trust for the sole benefit of any kind otherwise due you and/or your Immediate Family Members. "Immediate Family Members" shall be defined as your spouse and the natural or adopted children or grandchildren of you and your spouse. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option, or levy of attachment or similar process upon the Option not specifically permitted herein, shall be null and void and without effect. In the event of your termination of service, this Agreement will continue to be applied with respect to you, following which the Option will be exercisable by the transferee only to the extent and for the periods specified in this Agreement. Retention Rights This Agreement and the grant of the Option do not give you the right to be retained by the Company or (iii) withhold any affiliate in any capacity. Unless otherwise specified in any employment or other written agreement between you and the delivery Company or any affiliate, including your Employment Agreement, the Company and any affiliate reserve the right to terminate your service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of vested the Company until the shares of Common Stock have been issued upon exercise of the Option and either a certificate evidencing the shares of Common Stock has been issued or an appropriate entry has been made on the Company's books. No adjustments are made for dividends, distributions, or other rights if the applicable record date occurs before your certificate is issued or the appropriate book entry is made, except as described in the Plan. The Option will be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event that the Company is subject to such corporate activity. Applicable Law The validity and construction of this Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise deliverable under refer construction or interpretation of this Agreement to meet such obligationsthe substantive laws of any other jurisdiction. The Plan The text of the Plan is incorporated into this Agreement. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan, unless otherwise referenced as being defined in the Employment Agreement. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the Option. Any prior agreements, commitments, or negotiations concerning the Option are superseded; except that the Employment Agreement and any other written confidentiality, non-competition, non-solicitation and/or severance agreement, or any other written agreement between you and the Company or any affiliate, as applicable, will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. This data includes, without limitation, information provided in this Agreement and any changes to such information, other appropriate personal and financial data about you, including your contact information, payroll information and any other information that the Company deems appropriate to facilitate the administration of the Plan. By accepting the Option, you give explicit consent to the Company to process any such personal data. Notice Delivery By accepting the Option, you agree that notices may be given to you in writing either at your home or mailing address as shown in the records of the Company or any affiliate or by electronic transmission (including e-mail or reference to a website or other URL) sent to you through the normal process employed by the Company or any affiliate, as applicable, for communicating electronically with its employees. NONQUALIFIED STOCK OPTION AGREEMENT COVER SHEET Pernix Therapeutics Holdings, Inc., a Maryland corporation (the "Company"), hereby grants a nonqualified stock option to purchase shares of its common stock, par value $0.01 per share (the "Common Stock"), to the Grantee named below (the "Option"). Additional terms and conditions of the grant are set forth on this Cover Sheet and in the attached Nonqualified Stock so withheld will have an aggregate Fair Market Value Option Agreement (together, the "Agreement"), in the Company's Amended and Restated 2009 Stock Incentive Plan (as further amended from time to time, the "Plan") and in your Employment Agreement with the Company, dated as of November 3, 2016 (the "Employment Agreement"). Grantee Name: Xxxx X. Xxxxx Xxxxx Date: November 3, 2016 Number of shares of Common Stock: 150,000 Exercise Price per share of Common Stock: $3.15 Vesting Start Date: July 26, 2016 Vesting Schedule: One-third (1/3) of the Option shall vest on each of the first, second and third anniversaries of the Vesting Start Date, subject to your continued service with the Company on the applicable vesting date. Expiration Date: November 2, 2026 Grantee: Date: November 3, 2016 Xxxx X. Xxxxx Company: Date: November 3, 2016 Xxxxx Xxxxxxxxx Director This is not exceeding the minimum amount of tax required to be withheld by applicable laws; provided, however, for so long as Accounting Standards Update 2016-09 a share certificate or a similar rule is otherwise in effect, negotiable instrument. Nonqualified Stock Option This Agreement evidences the Board or grant of an Option exercisable for the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Common Stock having set forth on the Cover Sheet of this Agreement and subject to the vesting and other terms and conditions set forth in this Agreement and in the Plan. The Option is not intended to be an aggregate Fair Market Value that is greater incentive stock option under Section 422 of the Code and will be interpreted accordingly. Vesting The Option will vest in accordance with the Vesting Schedule set forth on the Cover Sheet, subject to your continued service through each vesting date. You may not vest in more than the applicable minimum required statutory withholding obligation number of Options set forth on the Cover Sheet of this Agreement. Unless the termination of your service triggers accelerated vesting or other treatment of your Options pursuant to the terms of this Agreement or your Employment Agreement, you will immediately and automatically forfeit to the Company all of your unvested Options in the event your service terminates for any reason not addressed in this Agreement or your Employment Agreement. Notwithstanding the Vesting Schedule set forth on the Cover Sheet, if your service is terminated by the Company without Cause (but such withholding may in no event be in excess other than as a result of the maximum statutory withholding amount(s) in your relevant tax jurisdictionsdeath or Disability). You agree that , on account of non-renewal of your Employment Agreement by the Company or any Affiliate if you resign with Good Reason (as each such term is defined below), your Option will become 100% vested upon such termination of service. For all purposes of this Agreement, the terms "Cause", "Good Reason" and "Disability" shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that have the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxesmeanings set forth in your Employment Agreement.

Evidence of Issuance. The issuance of the shares of Stock upon exercise of your Option with respect to the RSUs shall be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, by (i) book-entry, direct registration, entry registration or (ii) issuance of one or more Stock share certificates. Withholding Taxes You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the exercise of this Option, RSUs or the sale issuance of shares of Stock acquired under this Option, or as otherwise arising under this Option. In the event that the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating with respect to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option, the Company or any Affiliate shall have the right to (i) require you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, or (iii) withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement to meet such obligations. Any shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable laws; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in your relevant tax jurisdictions)RSUs. You agree that the Company or any Affiliate a Subsidiary shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate a Subsidiary may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes. Trading Restrictions If you are subject to any Company “blackout” policy or other trading restriction imposed by the Company (a “Restricted Period”) on the date a distribution would otherwise be made pursuant to this Agreement, such distribution shall instead be made as of the earlier of (i) the first date you are not subject to any such policy or restriction and (ii) the later of (A) the last day of the calendar year in which such distribution would otherwise have been made, and (B) a date that is immediately prior to the expiration of two and one-half months following the date such distribution would otherwise have been made hereunder. For purposes of this provision, you acknowledge that you may be subject to a Restricted Period for any reason that the Company determines appropriate, including a Restricted Period generally applicable to service providers or groups of service providers. Stockholder Rights You have no rights as a stockholder with respect to the RSUs unless and until shares of Stock relating to the RSUs have been issued to you and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments to your Stock shall be made for dividends, distributions, or other rights on or with respect to the Stock generally if the applicable record date for any such dividend, distribution, or right occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. You may at any time obtain a copy of the prospectus related to your Award pursuant to this Agreement by accessing the prospectus at SecureWorks Corp., Xxx Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000. Additionally, you may receive a paper copy of the prospectus free of charge from the Company by contacting: Stock Option Administration SecureWorks Corp. Xxx Xxxxxxxxx Xxxxxxx XX, Xxxxx 000 Xxxxxxx, XX 00000 +0 000 000 0000 Xxxxx_Xxxxxx_Xxxxxxxxxxxxx@XxxxxxXxxxx.xxx No Right to Continued Service This Agreement and the RSUs evidenced by this Agreement do not give you the right to expectation of Service with, or to continue in the Service of, the Company or a Subsidiary. The Company or a Subsidiary, as applicable, or their applicable stockholders reserve the right to terminate your Service relationship with the Company or a Subsidiary at any time and for any reason. Corporate Activity Your RSUs shall be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event the Company is subject to such corporate activity, consistent with Article 16 of the Plan. Clawback The RSUs are subject to mandatory repayment by you to the Company in the circumstances specified in the Plan, including to the extent you are or in the future become subject to any Company “clawback” or recoupment policy or Applicable Laws that require the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy or Applicable Laws.

Evidence of Issuance. The issuance of the shares Stock under the grant of Restricted Stock upon exercise of your Option evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration, registration or issuance of one or more Stock certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. Withholding Taxes You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to As your interest in the exercise of this OptionRestricted Stock vests, the sale recordation of the number of shares of Restricted Stock acquired under attributable to you will be appropriately modified if necessary. In so far as any share certificates are issued for unvested Restricted Stock, such certificates shall be held in escrow and shall contain an appropriate legend. If the Company utilizes book-entry form, appropriate restrictions will be noted in the Company records. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this OptionAgreement, the Plan, or as otherwise arising under this Option. In any other written agreement between the Company (or any Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event that your Service terminates for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate determines that thereof or any federal, state, local, or foreign tax or withholding payment is required relating confidentiality obligation with respect to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option, the Company or any Affiliate shall have thereof, then the Company has the right to cause an immediate forfeiture of your rights to the Restricted Stock awarded under this Agreement, and the Restricted Stock shall immediately expire. In such circumstances, if you have vested in Shares of Restricted Stock awarded under this Agreement during the two year period prior to your actions, you will owe the Company a cash payment (ior forfeiture of shares) in an amount determined as follows: (1) for any such Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any such Shares that you still own, the amount will be the number of such Shares owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to tender satisfy your payment obligations hereunder either by forfeiting and returning to the Company the Shares or any other shares or making a cash paymentpayment or a combination of these methods as determined by the Company in its sole discretion). Leaves of Absence For purposes of this Agreement, (ii) deduct from payments your Service does not terminate when you go on a bona fide employee leave of any kind otherwise due to youabsence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or (iii) withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement to meet such obligations. Any shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax when continued Service crediting is required to be withheld by applicable laws; providedlaw. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, howeverin its sole discretion, which leaves count for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effectthis purpose, and when your Service terminates for all purposes under the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in your relevant tax jurisdictions). You agree that the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxesPlan.

Evidence of Issuance. The issuance of the shares Shares under the grant of Stock upon exercise of your Option Share Units evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration, registration or issuance of one or more Stock Share certificates. You will have no further rights with regard to a Share Unit once the Share related to such Share Unit has been issued. Forfeiture of Unvested Share Units Unless the termination of your Service triggers accelerated vesting of your Share Units, or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate, as applicable, and you, you will automatically forfeit to the Company all of the unvested Share Units in the event you are no longer providing Service for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of any the Company or any Affiliate or any confidentiality obligation with respect to the Company or any Affiliate or otherwise in competition with the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of your rights to the Share Units awarded under this Agreement and the Share Units shall immediately expire. In addition, if you have vested in Share Units during the [three] year period prior to your actions, you will owe the Company a cash payment (or forfeiture of Shares) in an amount determined as follows: (1) for any Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any Shares that you still own, the amount will be the number of Shares owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the Share Units or any other Shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. Your employer may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree. Withholding Taxes You agree as a condition of this Agreement grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to as a result of the exercise vesting or receipt of this Option, the sale Share Units within a reasonable period of shares of Stock acquired under this Optiontime, or as otherwise arising under this Optionyou shall forfeit the Shares. In the event that the Company or any Affiliate determines that any federal, state, local, local or foreign tax or withholding payment is required relating to the exercise vesting or receipt of Shares arising from this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Optiongrant, the Company or any Affiliate shall have the right to (i) require you to tender a cash payment, (ii) deduct such payments from payments of any kind otherwise due to you, or (iii) withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement such amounts from other payments due to meet such obligations. Any shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable laws; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in your relevant tax jurisdictions). You agree that from the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that (including withholding the Company or any Affiliate may, as it reasonably considers necessary, amend or vary delivery of vested Shares otherwise deliverable under this Agreement to facilitate such recovery of taxesAgreement).

Evidence of Issuance. The issuance of the shares of Stock upon exercise of your Option underlying the RSUs covered by this Agreement shall be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, book-entry, entry or direct registration, registration or the issuance of one or more Stock certificates. You will have no further rights with regard to a RSU once the share of Stock related to such RSU has been issued to you. Withholding Taxes Regardless of any action taken by the Company or, if different, your Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant or vesting of the RSUs, the issuance of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the RSUs or any aspect of Plan to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree as a condition of this Agreement that you will to make acceptable adequate arrangements satisfactory to pay the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following: (i) withholding from your wages or other taxes that may be due relating cash compensation paid to you by the exercise Company or the Employer;(ii) withholding from proceeds of this Option, the sale of shares of Stock acquired under this Option, upon settlement of the RSUs either through a voluntary sale or as otherwise arising under this Option. In the event that through a mandatory sale arranged by the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating (on your behalf pursuant to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option, the Company or any Affiliate shall have the right to authorization without further consent); (iiii) require requiring you to tender a cash payment, (iipayment to the Company or the Employer in the amount of the Tax-Related Items; and/or(iv) deduct from payments of any kind otherwise due to you, or (iii) withhold the delivery of vested withholding shares of Stock otherwise deliverable under this Agreement upon settlement of the RSUs.Notwithstanding the foregoing if you are subject to meet such obligations. Any Section 16 of the Exchange Act, the Company will withhold shares of Stock so to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan). The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have an aggregate Fair Market Value not exceeding no entitlement to the minimum amount equivalent in shares of tax required to be withheld Stock. If the obligation for Tax-Related Items is satisfied by applicable laws; provided, howeverwithholding in shares of Stock, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effecttax purposes, you will be deemed to have been issued the Board or full number of shares of Stock subject to the Committee has full discretion to chooseRSUs, or to allow you to elect, to withhold notwithstanding that a number of shares of Stock having an aggregate Fair Market Value that is greater than are held back solely for the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess purpose of satisfying the maximum statutory withholding amount(s) in your relevant tax jurisdictions)Tax-Related Items. You Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or any Affiliate shall the Employer may be entitled required to use whatever method it withhold or account for as a result of your participation in the Plan and that cannot be satisfied by the means previously described. The Company may deem appropriate refuse to recover such taxes. You further agree that issue and/or deliver shares of Stock or proceeds from the Company or any Affiliate maysale of shares of Stock, as it reasonably considers necessary, amend or vary this Agreement if you fail to facilitate such recovery of taxescomply with your obligations in connection with the Tax-Related Items.

Evidence of Issuance. The issuance of the shares of Common Stock upon exercise of your this Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Common Stock certificates. Withholding Taxes You agree as a condition of this Agreement that will not be allowed to exercise the Option unless you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to as a result of the Option exercise of this Option, the or sale of shares of Common Stock acquired under this Option, or as otherwise arising under this exercise of the Option. In the event that If the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise or sale of this OptionCommon Stock purchased upon exercise of the Option under Applicable Laws, the sale of shares of Stock acquired under this OptionCompany will have the right to require such payments from you, or as otherwise arising under this Option, withhold such amounts from other payments due to you from the Company or any Affiliate shall have subsidiary of the right Company. Subject to (i) require the Company’s prior approval, which may be withheld by the Company in its sole discretion, you may elect to tender a cash paymentsatisfy this withholding obligation, (ii) deduct from payments of any kind otherwise due in whole or in part, by causing the Company to you, or (iii) withhold the delivery of vested shares of Common Stock otherwise deliverable under this Agreement issuable to meet such obligationsyou or by delivering to the Company shares you already own. Any shares of The Common Stock so delivered or withheld will must have an aggregate Fair Market Value not exceeding the minimum maximum amount of tax required to be withheld by applicable laws; providedApplicable Laws and may not be subject to any repurchase, howeverforfeiture, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Board or the Committee has full discretion to chooseunfulfilled vesting, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in your relevant tax jurisdictions)other similar requirements. You agree that the Company or any Affiliate subsidiary of the Company shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes.

Evidence of Issuance. The issuance of the shares of Stock upon exercise of your Option shall with respect to the Performance Stock Units will be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Stock share certificates. Withholding Taxes You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option. In the event that the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this OptionPerformance Stock Units, or the sale issuance of shares of Stock acquired under this Optionwith respect to the Performance Stock Units, or as otherwise arising under this Option, the Company or any Affiliate shall you have the right to (i) require you to tender a cash payment, (ii) deduct from payments enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection with the Performance Stock Units to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or any kind otherwise due to youAffiliate, or (iii) unless otherwise determined by the Company (which shall mean the Committee if you are subject to Section 16(b) of the Exchange Act), have the Company withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement to meet such obligations. Any ; provided that the shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of maximum statutory tax required to be withheld by rates applicable lawsin your jurisdiction; provided, howeverthat, such shares shall be rounded up to the nearest whole share of Stock to the extent rounding up to the nearest whole share does not result in the liability classification of the Performance Stock Units under generally accepted accounting principles in the United States of America. In the event you fail to make arrangements for so long as Accounting Standards Update 2016-09 or such withholding payment in a similar rule manner that is otherwise in effectreasonably acceptable to the Company, the Board or the Committee has full discretion to choose, or to allow you to elect, to Company shall withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation as provided in clause (but such withholding may in no event be in excess iii) of the maximum statutory withholding amount(s) in your relevant tax jurisdictions). You agree that the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxesparagraph.

Evidence of Issuance. The issuance of the shares of Stock upon exercise of your Option with respect to the RSUs shall be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, by (i) book-entry, direct registration, entry registration or (ii) issuance of one or more Stock share certificates. Withholding Taxes You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the exercise of this Option, RSUs or the sale issuance of shares of Stock acquired under this Option, or as otherwise arising under this Optionwith respect to the RSUs. In the event that the Company or any Affiliate a Subsidiary determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option, RSUs or the sale issuance of shares of Stock acquired under this Option, or as otherwise arising under this Optionwith respect to the RSUs, the Company or any Affiliate a Subsidiary shall have the right to (i) require you to tender a cash payment, (ii) deduct the tax or withholding payment from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”), whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection with the RSUs to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or a Subsidiary, or (iiiiv) withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement to meet such obligations. Any , provided that, to the extent required to avoid adverse accounting consequences to the Company, the shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable laws; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in your relevant tax jurisdictions). You Applicable Xxxx.Xxx agree that the Company or any Affiliate a Subsidiary shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate a Subsidiary may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes. Trading Restrictions Stockholder Rights If you are subject to any Company “blackout” policy or other trading restriction imposed by the Company (a “Restricted Period”) on the date a distribution would otherwise be made pursuant to this Agreement, such distribution shall instead be made as of the earlier of (i) the first date you are not subject to any such policy or restriction and (ii) the later of (A) the last day of the calendar year in which such distribution would otherwise have been made, and (B) a date that is immediately prior to the expiration of two and one-half months following the date such distribution would otherwise have been made hereunder. For purposes of this provision, you acknowledge that you may be subject to a Restricted Period for any reason that the Company determines appropriate, including Restricted Periods generally applicable to employees or groups of employees or Restricted Periods applicable to you during an investigation of allegations of misconduct or Conduct Detrimental to the Company by xxx.Xxx have no rights as a stockholder with respect to the RSUs unless and until shares of Stock relating to the RSUs have been issued to you and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments to your Stock shall be made for dividends, distributions, or other rights on or with respect to the Stock generally if the applicable record date for any such dividend, distribution, or right occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. You may at any time obtain a copy of the prospectus related to your Award pursuant to this Agreement by accessing the prospectus at SecureWorks Corp., Xxx Xxxxxxxxx Xxxxxxx XX, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000. Additionally, you may receive a paper copy of the prospectus free of charge from the Company by contacting: Stock Option Administration SecureWorks Corp. Xxx Xxxxxxxxx Xxxxxxx XX, Xxxxx 000 Xxxxxxx, XX 00000 +0 000 000 0000 Xxxxx_Xxxxxx_Xxxxxxxxxxxxx@XxxxxxXxxxx.xxx

Evidence of Issuance. The issuance of the shares of Stock upon exercise of your Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Stock certificates. Withholding Taxes You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option. In the event that the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option, the Company or any Affiliate shall have the right to (i) require you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, or (iii) withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement to meet such obligations. Any shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable laws; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in your relevant tax jurisdictions). You agree that the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes.. Transfer of Option Except as provided in Section 8.10 of the Plan, during your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Option. Except as provided in Section 8.10 of the Plan, you may not transfer, assign, pledge, hypothecate, or otherwise encumber this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become forfeited. You may, however, dispose of this Option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your Option in any other way. Retention Rights Neither your Option nor this Agreement gives you the right to be retained or employed by the Company (or any Affiliate) in any capacity. Unless otherwise specified in any written employment or other agreement between the Company or any Affiliate and you, the Company (and any Affiliate) reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Stock have been issued upon exercise of your Option and either a certificate evidencing your shares of Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made). Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate, any non-competition obligation with respect to the Company or any Affiliate, any Company policy or procedure, any other agreement with or obligation to the Company or any Affiliate, or any confidentiality obligation with respect to the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of your rights to this Option and the immediate expiration of the Option. Without limiting the generality of the foregoing, if, during your Service or the twelve (12) month period following the termination of your Service for any reason, you should take actions in competition with the Company, the Company shall have the right, in its sole discretion, (i) to cause a forfeiture of any portion of your Option that remains outstanding, and, (ii) with respect to any shares of Stock that you have acquired upon exercise of this Option during the period commencing on the date that is twelve (12) months prior to your termination of Service, to require you to make a cash payment to the Company (or to forfeit shares of Stock to the Company) in an amount determined as follows: (1) for any shares of Stock that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any shares of Stock that you still own, the amount will be the number of shares of Stock owned times the Fair Market Value of the shares of Stock on the date you receive notice from the Company (provided, that, the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company such shares of Stock or any other shares of Stock or making a cash payment or a combination of these methods, as determined by the Company in its sole discretion). Unless otherwise specified in an employment or other agreement between the Company or any Affiliate and you, you take actions in competition with the Company or any Affiliate if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any Affiliate is engaged during your employment or other relationship with the Company or any Affiliate or at the time of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraud, then the Option shall be immediately forfeited; provided, however, that if the Option was exercised within two (2) years prior to the Board’s determination, you shall be required to pay to the Company an amount equal to the aggregate Fair Market Value of the shares acquired upon such exercise at the date of the Board determination. Clawback This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any Company or Affiliate “clawback” or recoupment policy that is adopted to comply with the requirements of any Applicable Laws, or (ii) any Applicable Laws which impose mandatory recoupment, under circumstances set forth in such Applicable Laws. Adjustments In the event of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of shares, spin-off, or other similar change in capitalization or event, the number of shares covered by this Option and the option price per share shall be adjusted pursuant to Section 16 of the Plan. Your Option shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate

Evidence of Issuance. The issuance of the shares of Common Stock upon exercise of your the Option shall will be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Stock share certificates. Withholding Taxes You agree as a condition of this Agreement that will not be allowed to exercise the Option unless you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to as a result of the Option exercise of this Option, the or sale of shares of Common Stock acquired under this Option, or as otherwise arising under this upon exercise of the Option. In the event that If the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option, the or sale of shares of Common Stock acquired purchased upon exercise of the Option under this Optionapplicable laws, the Company will have the right to require such payments from you, or as otherwise arising under this Option, withhold such amounts from other payments due to you from the Company or any Affiliate affiliate. You may elect to satisfy this withholding obligation, in whole or in part, by delivering currently owned shares of Common Stock or having the Company withhold shares of Common Stock, in each case having a value equal to the minimum statutory amount required to be withheld under federal, state and local law. The value of the shares of Common Stock to be delivered or withheld shall have be based on the Fair Market Value of the Common Stock on the date that the amount of tax to be withheld shall be determined ("Tax Date"), and such shares may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. Any such election must be made prior to the Tax Date. If you are not subject to Section 16 of the 1934 Act, the Committee may disapprove of any such election, may suspend or terminate the right to make such elections, or may provide that the right to make such elections shall not apply to the Option. Transferability The Option may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred or encumbered by you in any manner except: (ia) require you by will; (b) by the laws of descent and distribution; (c) pursuant to tender a cash paymentdomestic relations order, as defined in the Code; or (d)(i) to Immediate Family Members (as defined below), (ii) deduct from payments to a partnership in which you and/or your Immediate Family Members, or entities in which you and/or your Immediate Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole partners, (iii) to a limited liability company in which you and/or your Immediate Family Members, or entities in which you and/or your Immediate Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole members, or (iv) to a trust for the sole benefit of any kind otherwise due you and/or your Immediate Family Members. "Immediate Family Members" shall be defined as your spouse and the natural or adopted children or grandchildren of you and your spouse. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option, or levy of attachment or similar process upon the Option not specifically permitted herein, shall be null and void and without effect. In the event of your termination of service, this Agreement will continue to be applied with respect to you, following which the Option will be exercisable by the transferee only to the extent and for the periods specified in this Agreement. Retention Rights This Agreement and the grant of the Option do not give you the right to be retained by the Company or (iii) withhold any affiliate in any capacity. Unless otherwise specified in any employment or other written agreement between you and the delivery Company or any affiliate, including your Employment Agreement, the Company and any affiliate reserve the right to terminate your service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of vested the Company until the shares of Common Stock have been issued upon exercise of the Option and either a certificate evidencing the shares of Common Stock has been issued or an appropriate entry has been made on the Company's books. No adjustments are made for dividends, distributions, or other rights if the applicable record date occurs before your certificate is issued or the appropriate book entry is made, except as described in the Plan. The Option will be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event that the Company is subject to such corporate activity. Applicable Law The validity and construction of this Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise deliverable under refer construction or interpretation of this Agreement to meet such obligationsthe substantive laws of any other jurisdiction. The Plan The text of the Plan is incorporated into this Agreement. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan, unless otherwise referenced as being defined in the Employment Agreement. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the Option. Any prior agreements, commitments, or negotiations concerning the Option are superseded; except that the Employment Agreement and any other written confidentiality, non-competition, non-solicitation and/or severance agreement, or any other written agreement between you and the Company or any affiliate, as applicable, will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. This data includes, without limitation, information provided in this Agreement and any changes to such information, other appropriate personal and financial data about you, including your contact information, payroll information and any other information that the Company deems appropriate to facilitate the administration of the Plan. By accepting the Option, you give explicit consent to the Company to process any such personal data. Notice Delivery By accepting the Option, you agree that notices may be given to you in writing either at your home or mailing address as shown in the records of the Company or any affiliate or by electronic transmission (including e-mail or reference to a website or other URL) sent to you through the normal process employed by the Company or any affiliate, as applicable, for communicating electronically with its employees. Pernix Therapeutics Holdings, Inc., a Maryland corporation (the "Company"), hereby grants restricted share units relating to shares of Stock so withheld will have an aggregate Fair Market Value its common stock, par value $0.01 per share (the "Common Stock"), to the Grantee named below (the "RSU"). Additional terms and conditions of the grant are set forth on this Cover Sheet and in the attached Restricted Share Unit Agreement (together, the "Agreement"), in the Company's Amended and Restated 2015 Omnibus Incentive Plan (as further amended from time to time, the "Plan") and in your Employment Agreement with the Company, dated as of November 3, 2016 (the "Employment Agreement"). Grantee Name: Xxxx X. Xxxxx Xxxxx Date: November 3, 2016 Number of Restricted Share Units: 131,100 Vesting Start Date: July 26, 2016 Vesting Schedule: One-third (1/3) of the RSUs shall vest on each of the first, second and third anniversaries of the Vesting Start Date, subject to your continued service with the Company on the applicable vesting date. Grantee: Date: Xxxx X. Xxxxx Company: Date: Xxxxx Xxxxxxxxx Director This is not exceeding the minimum amount of tax required to be withheld by applicable laws; provided, however, for so long as Accounting Standards Update 2016-09 a share certificate or a similar rule is otherwise negotiable instrument. Restricted Share Units This Agreement evidences an award of RSUs in effectthe number set forth on the Cover Sheet of this Agreement and subject to the vesting and other terms and conditions set forth in this Agreement and in the Plan. Vesting The RSUs will vest in accordance with the Vesting Schedule set forth on the Cover Sheet, subject to your continued service through each vesting date. You may not vest in more than the Board or the Committee has full discretion to choose, or to allow you to elect, to withhold a number of shares of Common Stock having an aggregate Fair Market Value that covered by your RSUs, as set forth on the Cover Sheet of this Agreement. Unless the termination of your service triggers accelerated vesting or other treatment of your RSUs pursuant to the terms of this Agreement or your Employment Agreement, you will immediately and automatically forfeit to the Company all of your unvested RSUs in the event your service terminates for any reason not addressed in this Agreement or your Employment Agreement. Notwithstanding the Vesting Schedule set forth on the Cover Sheet, if your service is greater terminated by the Company without Cause (other than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess as a result of the maximum statutory withholding amount(s) in your relevant tax jurisdictionsdeath or Disability). You agree that , on account of non-renewal of your Employment Agreement by the Company or any Affiliate if you resign with Good Reason (as each such term is defined below), your RSUs will become 100% vested upon such termination of service. For all purposes of this Agreement, the terms "Cause", "Good Reason" and "Disability" shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that have the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxesmeanings set forth in your Employment Agreement.

Evidence of Issuance. The issuance of the shares of Stock upon exercise of your Option underlying the RSUs covered by this Agreement shall be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, book-entry, entry or direct registration, registration or the issuance of one or more Stock certificates. You will have no further rights with regard to a RSU once the share of Stock related to such RSU has been issued to you. Withholding Taxes Regardless of any action taken by the Company or, if different, your Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant or vesting of the RSUs, the issuance of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the RSUs or any aspect of Plan to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree as a condition of this Agreement that you will to make acceptable adequate arrangements satisfactory to pay the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following: (i) withholding from your wages or other taxes that may be due relating cash compensation paid to you by the exercise Company or the Employer; (ii) withholding from proceeds of this Option, the sale of shares of Stock acquired under this Option, upon settlement of the RSUs either through a voluntary sale or as otherwise arising under this Option. In the event that through a mandatory sale arranged by the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating (on your behalf pursuant to the exercise of this Option, the sale of shares of Stock acquired under this Option, or as otherwise arising under this Option, the Company or any Affiliate shall have the right to authorization without further consent); (iiii) require requiring you to tender a cash payment, payment to the Company or the Employer in the amount of the Tax-Related Items; and/or (iiiv) deduct from payments of any kind otherwise due to you, or (iii) withhold the delivery of vested withholding shares of Stock otherwise deliverable under this Agreement upon settlement of the RSUs. Notwithstanding the foregoing if you are subject to meet such obligations. Any Section 16 of the Exchange Act, the Company will withhold shares of Stock so to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan). The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have an aggregate Fair Market Value not exceeding no entitlement to the minimum amount equivalent in shares of tax required to be withheld Stock. If the obligation for Tax-Related Items is satisfied by applicable laws; provided, howeverwithholding in shares of Stock, for so long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effecttax purposes, you will be deemed to have been issued the Board or full number of shares of Stock subject to the Committee has full discretion to chooseRSUs, or to allow you to elect, to withhold notwithstanding that a number of shares of Stock having an aggregate Fair Market Value that is greater than are held back solely for the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess purpose of satisfying the maximum statutory withholding amount(s) in your relevant tax jurisdictions)Tax-Related Items. You Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or any Affiliate shall the Employer may be entitled required to use whatever method it withhold or account for as a result of your participation in the Plan and that cannot be satisfied by the means previously described. The Company may deem appropriate refuse to recover such taxes. You further agree that issue and/or deliver shares of Stock or proceeds from the Company or any Affiliate maysale of shares of Stock, as it reasonably considers necessary, amend or vary this Agreement if you fail to facilitate such recovery of taxescomply with your obligations in connection with the Tax-Related Items.