Exhibit 10.1


 


FORM OF


INDEMNIFICATION
AGREEMENT


 


This Indemnification Agreement (“Agreement”)
is made as of May 10, 2017, by and between Dougherty’s Pharmacy, Inc., a Delaware corporation (the “Company”),
and [__________] (“Indemnitee”).


 


RECITALS:


 


WHEREAS, directors, officers, and other
persons in service to corporations or business enterprises are subjected to expensive and time-consuming litigation relating to,
among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;


 


WHEREAS, highly competent persons have
become more reluctant to serve as directors, officers, or in other capacities unless they are provided with adequate protection
through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the corporation;


 


WHEREAS, the Board of Directors of the
Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons
is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons
that there will be increased certainty of such protection in the future;


 


WHEREAS, (i) the Certificate of Incorporation
of the Company (as may be amended, the “Certificate of Incorporation”) and the Bylaws of the Company (as may
be amended, the “Bylaws”) require indemnification of the officers and directors of the Company, (ii) Indemnitee
may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”)
and (iii) the Certificate of Incorporation, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth
therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and members of the Board,
officers and other persons with respect to indemnification;


 


WHEREAS, this Agreement is a supplement
to and in furtherance of the Certificate of Incorporation and Bylaws and any resolutions adopted pursuant thereto, and shall not
be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, (a) Indemnitee does not regard
the protection available under the Certificate of Incorporation, Bylaws and insurance as adequate in the present circumstances,
(b) Indemnitee may not be willing to serve or continue to serve as a director or officer without adequate protection, (c) the Company
desires Indemnitee to serve in such capacity, and (d) Indemnitee is willing to serve, continue to serve and to take on additional
service for or on behalf of the Company on the condition that Indemnitee be so indemnified.


 


AGREEMENT:


 


NOW, THEREFORE, in consideration of the
premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1. Definitions. (a) As used in this Agreement:


 


“Affiliate” of any specified Person shall mean
any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.


 


“Corporate Status” describes the status of a
person who is or was a director, officer, employee or agent of (i) the Company or (ii) any other corporation, limited liability
company, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at
the request of the Company.


 


“Disinterested Director” shall mean a director
of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.


 


 


 




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“Enterprise” shall mean the Company and any other
corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee
is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.


 


“Exchange Act” shall mean the Securities Exchange
Act of 1934, as amended.


 


“Expenses” shall mean all reasonable costs, expenses,
fees and charges, including, without limitation, attorneys’ fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses
also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee
in connection with, arising out of, or in respect of or relating to, any Proceeding, including without limitation, the premium,
security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent, (ii) for purposes
of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of
Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or foreign taxes imposed
on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments
or other charges in respect of the foregoing. “Expenses” shall not include “Liabilities.”


 


“Indemnity Obligations” shall mean all obligations
of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee
and advance Expenses to Indemnitee under this Agreement.


 


“Independent Counsel” shall mean a law firm of
50 or more attorneys, or a member of a law firm of 50 or more attorneys, that is experienced in matters of corporation law and
neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under
similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder;
provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement.


 


“Liabilities” shall mean all claims, liabilities,
damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect
of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and
expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement
agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.


 


“Person” shall mean any individual, corporation,
partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.


 


“Proceeding” shall mean any threatened, pending
or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation,
litigation, inquiry, administrative hearing or any other actual, threatened or completed judicial, administrative or arbitration
proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act
or any other federal law, state law, foreign law or common law or statute or regulation) or extradition proceeding, whether brought
in the right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in each case,
in which Indemnitee was, is or will be, or is threatened to be, involved as a party, witness or otherwise by reason of the fact
that Indemnitee is or was a director or officer of the Company, by reason of any actual or alleged action taken by Indemnitee (or
a failure to take action by Indemnitee) or of any action on Indemnitee’s part while acting as director or officer of the
Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case
whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement,
or advancement can be provided under this Agreement.


 


 


 




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(b) For the purpose hereof, references to “fines” shall
include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company”
shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services
by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and
a Person who acted in good faith and in a manner such Person reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests
of the Company” as referred to in this Agreement.


 


Section 2. Indemnity in Third-Party Proceedings. The Company
shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities
and Expenses suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee
or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of the
Company to procure a judgment in its favor, which is provided for in Section 3 below), or any claim, issue or matter therein.


 


Section 3. Indemnity in Proceedings by or in the Right of the
Company. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from
and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with
such Proceeding brought by or in the right of the Company to procure a judgment in its favor, or any claim, issue or matter therein.
No indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee
shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court
of Chancery or any court in which the Proceeding was brought shall determine that such indemnification may be made.


 


Section 4. Indemnification for Expenses of a Party Who is Wholly
or Partly Successful. Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee
under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the fullest extent
permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in any Proceeding or in defense
of any claim, issue, or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding,
claim, issue, or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue
or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.


 


Section 5. Indemnification For Expenses of a Witness. Notwithstanding
any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is,
by reason of Indemnitee’s Corporate Status, a witness or otherwise a participant, including by receipt of a subpoena, in
any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or,
in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


Section 6. Additional Indemnification. Notwithstanding any
limitation in Sections 2, 3 or 4 hereof the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law
if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the
Company to procure a judgment in its favor) against all Liabilities and Expenses suffered or reasonably incurred by Indemnitee
in connection with such Proceeding, including but not limited to:


 


(a) the fullest extent permitted by the provision
of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment
to or replacement of the DGCL; and


 


(b) the fullest extent authorized or permitted
by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation
may indemnify its officers and directors.


 


Section 7. Exclusions. Notwithstanding any provision in this
Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee:


 


(a) for Liabilities or Expenses for which payment
has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except (i) with respect
to any excess beyond or any deductible or retention within the amount paid under such insurance policy or (ii) to the extent amounts
previously paid or advanced on behalf of the Indemnitee under any insurance policy are recouped by the insurance company;


 


 


 




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(b) for an accounting of profits made from the
purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the
Exchange Act or similar provisions of state statutory law or common law;


 


(c) except as provided in Section 12(d) of this
Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding
(or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees,
unless (i) the Board authorized the Proceeding (or any part of any Proceeding), (ii) the Company provides the indemnification,
in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) such Proceeding is being brought
by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement; or


 


(d) if a final decision by a court having jurisdiction
in the matter shall determine that such indemnification is not lawful.


 


Section 8. Advancement. In accordance with the pre-existing
requirements of the Certificate of Incorporation, and notwithstanding any provision of this Agreement to the contrary, the Company
shall advance, to the extent not prohibited by law, the Expenses and Liabilities reasonably incurred by Indemnitee in connection
with any Proceeding, and such advancement shall be made within ten (10) days after the receipt by the Company of a statement or
statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances
shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses
and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.
Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including
Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify
for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing
that Indemnitee undertakes to repay the amounts advanced to the extent that it is ultimately determined that Indemnitee is not
entitled to be indemnified by the Company. This Section 8 shall not apply to any claim made by Indemnitee for which indemnity is
excluded pursuant to Section 7 hereof.


 


Section 9. Procedure for Notification and Defense of Claim.


 


(a) Indemnitee shall promptly notify the Company
in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement hereunder following
the receipt by Indemnitee of written notice thereof (the date of such notification, the “Submission Date”).
The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the
Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including
therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to
determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such action,
suit or proceeding. Any delay or failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability
which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying the
Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly
upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.


 


(b) In the event Indemnitee is entitled to indemnification
and/or advancement with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel selected by
Indemnitee and approved by the Company to defend Indemnitee in such Proceeding, at the sole expense of the Company (which approval
shall not be unreasonably withheld, conditioned or delayed), or (ii) have the Company assume the defense of Indemnitee in such
Proceeding, in which case the Company shall assume the defense of such Proceeding with counsel selected by the Company and approved
by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of the Company’s
receipt of written notice of Indemnitee’s election to cause the Company to do so. If the Company is required to assume the
defense of any such Proceeding, it shall engage legal counsel for such defense, and the Company shall be solely responsible for
all fees and expenses of such legal counsel and otherwise of such defense. Such legal counsel may represent both Indemnitee and
the Company (and any other party or parties entitled to be indemnified by the Company with respect to such matter) unless, in the
reasonable opinion of legal counsel to Indemnitee, there is a conflict of interest between Indemnitee and the Company (or any other
such party or parties) or there are legal defenses available to Indemnitee that are not available to the Company (or any such other
party or parties). Notwithstanding either party’s assumption of responsibility for defense of a Proceeding, each party shall
have the right to engage separate counsel at its own expense. The party having responsibility for defense of a Proceeding shall
provide the other party and its counsel with all copies of pleadings and material correspondence relating to the proceeding. Indemnitee
and the Company shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder,
regardless of whether the Company or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding
without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The
Company may not settle or compromise any proceeding without the prior written consent of Indemnitee.


 


 


 






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Section 10. Procedure Upon Application for Indemnification.


 


(a) Upon written request by Indemnitee for indemnification
pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law with respect to Indemnitee’s
entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent
Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even
though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested
Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested
Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee,
or (D) if so directed by the Board, by the stockholders of the Company holding a majority of the securities of the Company entitled
to vote; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within
ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with
the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
The Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination
as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Company agrees
to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against
any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(b) In the event the determination of entitlement
to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be
selected by Indemnitee within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Company),
(ii) Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and
(iii) the Company may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitee
the Company’s written objection to such selection. Such objection by the Company may be asserted only on the ground that
the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement.
If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless
and until the Company withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection,
the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to
before the later of (i) thirty (30) days after the Submission Date and (ii) ten (10) days after the final disposition of the Proceeding,
each of the Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent
Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of
any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


Section 11. Presumptions and Effect of Certain Proceedings.


 


(a) In making a determination with respect to
entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent
not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted
a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall, to the fullest extent not
prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or
entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or independent
legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification
is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the
Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


 


 






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(b) Subject to Section 12(e) hereof, if the
person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled
to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefore,
the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to
have been made and Indemnitee shall be entitled to such indemnification, absent a prohibition of such indemnification under applicable
law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional
thirty (30) days, if (i) the determination is to be made by Independent Counsel and the Company objects to Indemnitee’s selection
of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or
evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may
also be extended for a reasonable time, not to exceed an additional thirty (30) days, if the determination of entitlement to indemnification
is to be made by the stockholders of the Company.


 


(c) The termination of any Proceeding or of
any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable
cause to believe that Indemnitee’s conduct was unlawful.


 


(d) Reliance as Safe Harbor. For purposes
of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based
on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information
or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert
selected with the reasonable care by the Enterprise. The provisions of this Section 11(d) shall not be deemed to be exclusive or
to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set
forth in this Agreement.


 


(e) Actions of Others. The knowledge
or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.


 


Section 12. Remedies of Indemnitee.


 


(a) Subject to Section 12(e) hereof, in the
event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement
to indemnification shall have been made pursuant to Section 10(a) of this Agreement within thirty (30) days after receipt by the
Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the last
sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v)
payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or
threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding
designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee
shall be entitled to an adjudication, by a court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification
or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a
single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b) In the event that a determination shall
have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding
or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on
the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration
commenced pursuant to this Section 12 the Company shall have the burden of proving Indemnitee is not entitled to indemnification
or advancement, as the case may be.


 


 


 




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(c) If a determination shall have been made
pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a prohibition of such indemnification
under applicable law.


 


(d) The Company shall, to the fullest extent
not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section
12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the
Company that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s
rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the
benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and,
if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to
the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought
by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’
liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled
to such indemnification, advancement or insurance recovery, as the case may be.


 


(e) Notwithstanding anything in this Agreement
to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior
to the final disposition of the Proceeding; provided that, in absence of any such determination with respect to such Proceeding,
the Company shall advance Expenses with respect to such Proceeding.


 


Section 13. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.


 


(a) The rights of indemnification and to receive
advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time
be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution
of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict
any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s
Corporate Status prior to such amendment, alteration or repeal. The Company shall not adopt any amendment or alteration to, or
repeal of, the Certificate of Incorporation or the Bylaws, the effect of which would be to deny, diminish or encumber the Indemnitee’s
rights to indemnification pursuant to this Agreement, the Certificate of Incorporation, the Bylaws or applicable law prior to such
amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits
greater indemnification or advancement than would be afforded currently under the Certificate of Incorporation, the Bylaws or this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded
by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right
and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.


 


(b) The Company hereby acknowledges that Indemnitee
may have certain rights to indemnification, advancement and insurance provided by one or more Persons with whom or which Indemnitee
may be associated. The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with
respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) the Company shall
be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding,
Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by law, organizational or constituent
documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee
may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be
secondary to the obligations of the Company hereunder, (iv) the Company shall be required to indemnify Indemnitee and advance Expenses
or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against
any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) the Company irrevocably
waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution,
subrogation or any other recovery of any kind in respect of amounts paid by the Company hereunder. In the event any other Person
with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject
of any Indemnity Obligation owed by the Company or payable under any Company insurance policy, the payor shall have a right of
subrogation against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company
or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom
or which Indemnitee may be associated or their insurers affect the obligations of the Company hereunder or shift primary liability
for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated . Any indemnification, insurance
or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any liability arising
as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person is specifically in excess
over any Indemnity Obligation of the Company or valid and any collectible insurance (including but not limited to any directors
& officers liability insurance, malpractice insurance or professional errors and omissions insurance) provided by the Company
under this Agreement.


 


 


 






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(c) To the extent that the Company maintains
an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of
any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at
the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies and such
policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement
or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated
to the same extent as the Company’s indemnification and advancement obligations set forth in this Agreement. If, at the time
of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in
effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures
set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.


 


(d) In the event of any payment under this Agreement,
the Company shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee
from any other person or entity with whom Indemnitee may be associated; provided, however, that the Company shall
be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of the Company
or any of its subsidiaries.


 


(e) The indemnification and contribution provided
for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.


 


Section 14. Duration of Agreement; Not Employment Contract.
This Agreement shall continue until and terminate upon the latest of: (i) ten (10) years after the date that Indemnitee shall have
ceased to serve as a director, officer, employee or agent of the Company or any other Enterprise and (ii) one year after the date
of final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement
shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s
heirs, executors and administrators. This Agreement shall not be deemed an employment contract between the Company (or any of its
subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the
Company (or any of its subsidiaries or any Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any
reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the
Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or,
with respect to service as a director of the Company, by the Certificate of Incorporation and Bylaws and the DGCL.


 


Section 15. Severability. If any provision or provisions
of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such
provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect
to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


 


 




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Section 16. Enforcement.


 


(a) The Company expressly confirms and agrees
that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve
as a director, officer, employee or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement
in serving as a director, officer, employee or agent of the Company.


 


(b) This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral,
written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that
this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall
not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.


 


Section 17. Modification and Waiver. No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions
of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver
constitute a continuing waiver.


 


Section 18. Notices. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and
receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered
mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight
courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile
transmission, with receipt of oral confirmation that such transmission has been received:


 


(a) If to Indemnitee, at the address indicated
on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.


 


(b) If to the Company to


 


Dougherty’s Pharmacy, Inc.


16250 Dallas Parkway, Suite 102


Dallas, Texas 75248


 


or to any other address as may have been furnished to Indemnitee
by the Company.


 


Section 19. Contribution. To the fullest extent permissible
under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever,
the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Liabilities
or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is
deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits
received by the Company and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii)
the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s)
and transaction(s).


 


Section 20. Applicable Law and Consent to Jurisdiction. This
Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws
of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee
pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any
action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State
of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America
or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any
action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any
such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action
or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.


 


Section 21. Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute
one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced
to evidence the existence of this Agreement.


 


 


 






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Section 22. Third-Party Beneficiaries. The Sponsor Entities
are intended third-party beneficiaries of this Agreement and shall have all of the rights afforded to Indemnitee under this Agreement.


 


Section 23. Miscellaneous. Use of the masculine pronoun shall
be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.


 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be signed as of the day and year first above written.


 


	DOUGHERTY’S PHARMACY, INC.	 	 	 	 	 	INDEMNITEE
	 	 	 	 	 	 	 
	By:	 	_____________________________	 	 	 	By:	 	_______________________
	Name:	 	Mark Heil	 	 	 	Name:	 	 
	Title:	 	President and Chief Financial Officer	 	 	 	Title:	 	 


 


 


 




 


 






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