0001136261-16-000650 Sample Contracts

AMENDED AND RESTATED PERNIX THERAPEUTICS HOLDINGS, INC. 2009 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT COVER SHEET
Nonqualified Stock Option Agreement • November 7th, 2016 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations

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 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").

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EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2016 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New Jersey

THIS EMPLOYMENT AGREEMENT ("Agreement"), made as of November 3, 2016, between PERNIX THERAPEUTICS HOLDINGS, INC., a Maryland corporation (the "Company") and Dr. Graham G. Miao ("Executive").

AMENDED AND RESTATED PERNIX THERAPEUTICS HOLDINGS, INC. 2015 OMNIBUS INCENTIVE PLAN RESTRICTED SHARE UNIT AGREEMENT COVER SHEET
Restricted Share Unit Agreement • November 7th, 2016 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations

Pernix Therapeutics Holdings, Inc., a Maryland corporation (the "Company"), hereby grants restricted share units relating to shares of 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").

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