AMENDED AND RESTATED PERNIX THERAPEUTICS HOLDINGS, INC. 2009 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT COVER SHEET

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 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 (other than as a result of your death or Disability), on account of non-renewal of your Employment Agreement by the Company or 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 have the meanings set forth in your Employment Agreement.

In all events, the Option will expire on the Expiration Date set forth on the Cover Sheet of this Agreement. The Option will expire earlier if your service terminates, as described below.

Termination Other than for Cause or due to Death or Disability. If your service is terminated by the Company for any reason other than for Cause, death, or Disability, on account of non-renewal of your Employment Agreement by the Company or due to your resignation with Good Reason, you may exercise the vested portion of the Option, but only within the time period ending on the six (6) month anniversary of the termination of your service.

Resignation without Good Reason. If you resign without Good Reason, you may exercise the vested portion of the Option, but only within the time period ending on the three (3) month anniversary of the termination of your service.

Termination due to Death or Disability. If your service terminates because of your death or Disability, if you die during the six (6)-month period after the termination of your service by the Company for any reason (other than for Cause, death or Disability), on account of non-renewal of your Employment Agreement by the Company or due to your resignation with Good Reason, or if you die during the three (3)-month period after your resignation without Good Reason, you may exercise the vested portion of your Option, but only within the time period ending on the date that is twelve (12) months after the termination of your service.

The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Common Stock of not less than 100 shares, unless the number of vested shares of Common Stock purchased is the total number available for purchase under the Option, by following the procedures described in the Plan and in this Agreement.

When you wish to exercise the Option, you must exercise in the manner required or permitted by the Company.

When you exercise the Option, you must include payment of the Exercise Price indicated on the Cover Sheet of this Agreement for the shares of Common Stock that you are purchasing. Payment may be made in one (or a combination) of the following forms:

1. Cash, your personal check, a cashier's check, a money order, or another cash equivalent acceptable to the Company.
2. By delivery of or attestation of ownership of shares of Common Stock, which shares shall be valued for this purpose at the Fair Market Value at the time the Option is exercised.

3. By delivery of irrevocable written instructions to a broker approved by the Company (with a copy to the Company) to immediately sell a portion of the shares of Common Stock issuable under your Option and to deliver promptly to the Company the amount of sale proceeds to pay the exercise price.
4. Through a net exercise procedure whereby you surrender your Option (or the portion of such Option then being exercised) in exchange for that number of shares of Common Stock with an aggregate Fair Market Value on the date of exercise equal to the difference between the aggregate Fair Market Value of the shares of Common Stock subject to the Option (or the portion of such Option then being exercised) and the aggregate exercise price for all such shares of Common Stock under the Option (or the portion thereof then being exercised).

The Option may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred or encumbered by you in any manner except: (a) by will; (b) by the laws of descent and distribution; (c) pursuant to a domestic relations order, as defined in the Code; or (d)(i) to Immediate Family Members (as defined below), (ii) 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 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.

You, or your estate or heirs, have no rights as a shareholder of 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 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.

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.