X0306 4 2015-08-14 0 0001024126 PERNIX THERAPEUTICS HOLDINGS, INC. PTX 0001611708 Patel Sanjay S 10 N. PARK PLACE, SUITE 201 MORRISTOWN NJ 07960 1 Chief Financial Officer Options (right to buy) 4.70 2015-08-14 4 A 0 0 0 A 2025-08-14 Common Stock 0 D Options (right to buy) 4.70 2015-08-14 4 A 0 120000 0 A 2025-08-14 Common Stock 120000 120000 D 70,000 shares is the target amount of shares underlying the granted option (the ?Performance Option?). The actual number of shares the Performance Options are exercisable for, if any, will be determined on August 14, 2018 or sooner if a change of control occurs (the ?Measuring Date?) based upon the average closing bid price of the Company?s Common Stock for the twenty trading days ending on the Measuring Date. If the average closing bid price of the Company?s Common Stock for the twenty trading days immediately ending on the Measuring Date is (i) less than $20 per share, no Performance Options vest, (ii) $20 per share or more and less than $25 per share, then 35,000 of the Performance Options vest, (iii) $25 per share or more and less than $30 per share, then 52,500 of the Performance Options vest, (iii) $30 per share or more and less than $35 per share, then 70,000 of the Performance Options vest, and (iv) $35 per share or more, then 105,000 of the Performance Options vest. 50% of the shares that vest as described above will be exercisable on the Measuring Date and the remaining fifty 50% of such vested options shall be exercisable one year after the Measuring Date. The stock options vest in annual 30,000 share installments with the first installment vesting on the first anniversary of the date of grant and the final installment vesting on the fourth anniversary thereof. /s/Sanjay S. Patel 2015-08-18