Exhibit 10.4


 





PRIME
VENDOR AGREEMENT


 


This Prime Vendor
Agreement (the “Agreement”) is made by and between Cardinal Health 110, LLC and Cardinal Health 411, Inc. (“Cardinal
Health”) and Dougherty's Holdings, Inc. (“Buyer”), who hereby agree as follows:


 





1.               
Term and Termination.


 


		a)	Term. The initial term of this Agreement shall commence on 05/01/2014, (the “Effective
Date”) and shall continue in effect thereafter through 04/30/2017, unless terminated earlier per the provisions below.



 


		b)	Termination for Cause. Either party may effect an early termination of this Agreement upon
the occurrence of a material breach of the terms of this Agreement by the other party. The non-breaching party must give written
notice to the breaching party of the nature and occurrence of such breach. If the breach is not cured by the expiration of sixty
(60) days from the date of such notice, then the non-breaching party may provide written notice to the breaching party that this
Agreement will be terminated in thirty (30) days following the expiration of such sixty (60) day period. For purposes of this Agreement,
a “material breach” will be any substantial and significant violation of this Agreement that excuses the aggrieved
party from further performance under the Agreement affords the aggrieved party a right to sue for damages.



 


		c)	Termination Without Cause. Notwithstanding any other provision in this Agreement, either
party may terminate this Agreement for any reason by providing written notice to the other party of such party’s intent to
terminate the Agreement at least one hundred eighty (180) days prior to the effective date of such termination.



 


		d)	Termination by Cardinal Health. Notwithstanding any other provision in this Agreement, in
the event of a payment default by Buyer which is not cured within sixty (60) days of receipt of written notice of such breach by
Buyer, Cardinal Health may immediately terminate this Agreement.



 


2.               

Purchase Requirement & Usage. Buyer will designate Cardinal Health as its primary wholesale pharmaceutical supplier
to all the pharmacy locations owned, managed or operated by Buyer during the term of this Agreement (collectively, the “Pharmacies”
and individually, a “Pharmacy”), and Buyer will purchase from Cardinal Health at least [***] of the pharmaceuticals
(the “Rx Products”) required for each Pharmacy (the “Primary Requirements”) if they are carried
by Cardinal Health. In addition, Buyer may, at its option, purchase certain other inventory carried by Cardinal Health (the “Non-Rx
Products”) (Rx Products and Non-Rx Products are collectively referred to as the “Merchandise”). Notwithstanding
any other provision in this Agreement, Cardinal Health reserves the absolute right to determine what Merchandise it will carry.
Buyer must provide accurate six (6) months’ usage figures (including NDC numbers) for all items for each Pharmacy in compatible
electronic (disk) format at least forty five (45) days prior to participation under this Agreement by that Pharmacy. In addition,
Buyer will provide usage information related to new and/or replacement items on an ongoing basis, as necessary. As used in this
Agreement, the term “Net Purchases” will mean all purchases made and paid for by Buyer and/or the Pharmacies
under the terms of this Agreement, net of all returns, credits, late charges, or other similar items, on an annual, quarterly,
or monthly basis, as applicable. A current list of the Pharmacies is attached hereto as Exhibit A. Additional pharmacies
may be added to Exhibit A from time to time subject to the prior approval of Cardinal Health.


 


3.               
Generics. Each of Buyer’s pharmacy locations shall purchase at least [***] of its generic Rx Product requirements
through the Cardinal Health Generic Source generic Rx Product program (the “Generic Source Program”), and Buyer
hereby acknowledges and agrees that Cardinal Health shall implement an automatic substitution program for all applicable Generic
Source Program products. Notwithstanding the foregoing, the parties hereby acknowledge and agree that the following Generic Source
Program Products may be excluded from the calculation of rebates and other incentives under this Agreement related to the purchases
of Generic Source Program products: (i) exclusive generic Rx Products, (ii) biogeneric products, and (iii) branded generic Rx Products.


 


4.               

Purchase Price. Except as otherwise set forth in this Agreement, Buyer will pay a purchase price for all Merchandise
purchased under this Agreement in an amount equal to Cardinal Health’s Cost for such Merchandise, plus the percentage specified
in the pricing matrix attached hereto as Exhibit B (the “Pricing Matrix”), plus all applicable
taxes or other assessments on such purchases. For purposes of this Agreement, the term “Cardinal Health’s Cost”
will mean the manufacturer’s published wholesale acquisition cost for the Merchandise at the time the Buyer’s order
is submitted to Cardinal Health. The purchase price of Merchandise that is subject to a Manufacturer Contract (as defined below)
will equal Buyer’s contract price for the applicable Merchandise as set forth in the Manufacturer Contract. Notwithstanding
any other provision in this Agreement, the purchase price for certain Merchandise (sometimes referred to herein as “Specially
Priced Merchandise”), including, but not limited to, the following items, will not be based upon Cardinal Health’s
[***] pricing described above: multisource pharmaceuticals, private label products, medical/surgical supplies, home health care/durable
medical equipment, drop-shipped Merchandise, Merchandise acquired from vendors not offering customary cash discount or other terms,
other slow moving or specially-handled Merchandise, and non-pharmaceutical Merchandise. Except as otherwise set forth in this Agreement,
Buyer may, but will have no obligation to, purchase any specified volume or percentage of its requirements of these items.


 


 





[***] Indicates portions of
this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confident
treatment.




 









    	 	1	 



     


    

 


5.               
Payment Terms. Buyer’s initial payment terms shall be [***] payment terms as follows: the Buyer will
cause Cardinal Health to receive payment in full: (1) by not later than the [***] day of each calendar month of the amount due
for all Merchandise delivered and services provided during the [***] days of such calendar month, and (2) by not later than the
[***] day of each calendar month, of the amount due for all Merchandise delivered and services provided during the period beginning
on the [***] day of the preceding calendar month and ending on the [***] day of such preceding calendar month. Upon Cardinal Health’s
prior written consent, Buyer’s payment terms for some or all of Buyer’s Pharmacies may be adjusted to [***] payment
terms. If Buyer is purchasing under [***] payment terms: (i) for purchases made from the [***] of a given month through the [***]
of the same month, the Buyer will cause Cardinal Health to receive payment in full by the [***] of the immediately following month,
and (ii) for purchases made from the [***] of a given month thru the [***] of the same month, the Buyer will cause Cardinal Health
to receive payment in full by the [***] of the immediately following month. All payments due from Buyer to Cardinal Health for
Merchandise delivered and services rendered by Cardinal Health under this Agreement will be made to the applicable servicing division
specified in Cardinal Health’s invoice (or as otherwise specified by Cardinal Health) by electronic funds transfer or other
method acceptable to Cardinal Health so as to provide Cardinal Health with good funds by the due date. Deductions for Merchandise
returns or shipping discrepancies (quantity and price) may not be taken until a valid credit memo is issued by Cardinal Health.
Cardinal Health retains the right to adjust Buyer’s payment terms, place Buyer on C.O.D. status, and/or refuse orders from
Buyer if Cardinal Health has not received payment when due for Merchandise delivered or services provided to Buyer, or based upon
credit considerations deemed relevant by Cardinal Health. Until Merchandise is paid for in full, Cardinal Health retains, and the
Buyer hereby grants Cardinal Health, a security interest in the Merchandise. Without limiting Cardinal Health’s rights under
law or in equity, Cardinal Health and its affiliates, parent or related entities, collectively or individually, may exercise a
right of set-off against any and all amounts due Buyer. For purposes of this Section, Cardinal Health, its affiliates, parent or
related entities shall be deemed to be a single creditor. Buyer may from time to time (but not more often than once per calendar
quarter) request that its payment terms be changed as to future Merchandise purchases under this Agreement, subject to Cardinal
Health’s prior written consent. In such event, Buyer acknowledges and agrees that Buyer’s purchase price may be adjusted
by Cardinal Health to reflect Buyer’s new payment terms and credit considerations deemed relevant to Cardinal Health.


 


6.               

Service Charge. Buyer will pay a service charge calculated at the rate of [***] (or the maximum rate allowed by law,
if such rate is less than [***]) on any amount not paid by Buyer to Cardinal Health when due under the terms of this Agreement
from the first day of delinquency until such amount is paid in full, along with reasonable attorney fees associated with any such
delinquency. Failure or delay by Cardinal Health to bill Buyer for any such service charge will not waive Cardinal Health’s
right to receive the same.


 


7.               

Ordering. To qualify for the pricing set forth in the Pricing Matrix, Buyer must electronically transmit all orders
(excluding Schedule II and emergency orders) to Cardinal Health via cardinal.com, Order Express, or such other electronic order
entry system as Cardinal Health may approve from time to time. Cardinal Health will provide Buyer with access to such electronic
ordering system at no additional charge; provided, however, Buyer must supply all hardware required to access such electronic ordering
system, all required Internet access and any required interfaces or other network enhancements, all at Buyer’s expense. Buyer
may not use such electronic ordering system for any purpose unrelated to this Agreement. If electronic order entry is temporarily
interrupted for reasons beyond the control of Buyer or Cardinal Health, Buyer may place orders manually and both parties will use
reasonable efforts to fix the problem. All orders for Schedule II controlled substances must be submitted to Cardinal Health via
Cardinal Health’s electronic Controlled Substance Ordering System (“CSOS”). Schedule II orders will be
delivered with Buyer’s next scheduled delivery following Cardinal Health’s receipt of the CSOS order. Regardless of
any other terms of this Agreement, no Schedule II orders will be delivered other than in compliance with DEA regulations.


 


 


[***] Indicates portions of
this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confident
treatment.




 







    	 	2	 



     


    

 


8.               

Delivery. All Merchandise shall be shipped FOB destination in accordance with the delivery schedules set forth on
Exhibit A hereto (exclusive of holidays, etc.). Excluding Pharmacies located outside of the contiguous United States
or other Pharmacies mutually agreed upon by the parties from time to time, each Pharmacy shall be eligible to receive one (1) delivery
per day, Five (5) days per week (Monday through Friday) at no additional charge; provided, however, all deliveries will be subject
to the Fuel Surcharge set forth below. Buyer shall incur a separate per delivery charge for additional scheduled deliveries and
non-standard or custom deliveries. Notwithstanding any other provision in this Agreement, Buyer shall pay a fuel surcharge, on
a per stop basis, for each delivery made to Buyer or any Pharmacy by Cardinal Health under this Agreement (the “Fuel Surcharge”).
Each Fuel Surcharge shall be set forth on the invoice from Cardinal Health, and the amount of a given Fuel Surcharge shall be calculated
in accordance with the following table:


 


	
        Regular Unleaded Fuel Price is:

        at Least But Less Than
	Additional Surcharge Amount
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]


 


The fuel prices set
forth in the table above represent the national average retail cost per gallon for regular grade gasoline as published by the U.S.
Department of Energy (the “Average Price Per Gallon”). The current index may be obtained on the Energy Information
Administration’s website at the following address:


 


http://www.eia.doe.gov/oil_gas/petroleum/data_publications/wrgp/mogas_home_page.html


 


In the event that the Average Price Per
Gallon exceeds [***]the Fuel Surcharge shall increase in [***]increments for each [***] increase in the Average Price Per Gallon.


 


By the last day of
each calendar month, Cardinal Health shall determine the Average Price Per Gallon for that month. If, pursuant to the table set
forth above, the Average Price Per Gallon requires an adjustment to the Fuel Surcharge, such adjustment shall be applicable as
of the first (1st) day of the immediately following calendar month.


 


9.               
Manufacturer Contracts. Cardinal Health will recognize and administer mutually agreed upon manufacturer pricing contracts
between Buyer and a manufacturer (collectively, “Manufacturer Contracts”): (i) subject to their continued validity
in accordance with applicable laws, (ii) provided such manufacturer is a vendor in good standing with Cardinal Health, and (iii)
subject to such credit considerations concerning the applicable manufacturers as Cardinal Health may consider appropriate. However,
if manufacturers’ chargebacks for contract items submitted by Cardinal Health are disallowed, uncollectable, or unreconcilable,
then the applicable charge will be billed back to Buyer. Buyer will notify Cardinal Health of all applicable pricing information
included in the Manufacturer Contracts, including renewals, replacements or terminations of Manufacturer Contracts, not less than
forty-five (45) days prior to the effective date of such Manufacturer Contract, renewal, replacement or termination. As set forth
above, the purchase price of Merchandise that is subject to a Manufacturer Contract will equal Buyer’s contract price for
the applicable Merchandise as set forth in the Manufacturer Contract.


 


10.               
Returns. In general, Cardinal Health will accept Merchandise for return from Buyer in accordance with the Cardinal
Health Returned Goods Policy as is in effect from time to time. A copy of the current Returned Goods Policy is attached hereto
as Exhibit C.


 


11.               
“Own Use”. All purchases under this Agreement will be for Buyer’s “own use” as that
term is defined in judicial or legislative interpretation and not for resale to anyone other than the end user. Cardinal Health
may terminate this Agreement immediately in the event it reasonably determines that Buyer is in breach of this paragraph.


 


12.               
First Script Program. The Pharmacies shall be enrolled in Cardinal Health’s First ScriptSM program
for the auto-shipment of newly launched Rx products.


 


13.               
Licensure. Buyer represents, warrants and certifies to Cardinal Health that it and each of Buyer’s pharmacy
locations has all required governmental licenses, permits and approvals required to purchase, use and/or store the Rx Products
purchased from Cardinal Health under this Agreement. Prior to purchasing Rx Products from Cardinal Health hereunder, and at all
times during the term of this Agreement, Buyer will provide Cardinal Health with copies of all such licenses and any renewals,
revocations, changes or notices related thereto.


 


 


[***] Indicates portions of
this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confident
treatment.




 







    	 	3	 



     


    

 


14.               

Compliance Agreement. Buyer agrees to execute and abide by the terms set forth in the Compliance Representations
and Warranties for Customers attached hereto as Exhibit D. Notwithstanding any other provision in this Agreement,
if Cardinal Health suspends its relationship with Buyer in accordance with this Agreement, Buyer may terminate this Agreement upon
providing fifteen (15) days written notice to Cardinal Health.


 


15.               

Warranty Disclaimer and Limitation of Liability. THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. CARDINAL HEALTH SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR PUNITIVE DAMAGES.


 


16.               

Force Majeure. Cardinal Health’s obligations under this Agreement will be excused if and to the extent that
any delay or failure to perform such obligations is due to fire or other casualty, product or material shortages, strikes or labor
disputes, transportation delays, change in business conditions (other than insignificant changes), manufacturer out-of-stock or
delivery disruptions, acts of God, seasonal supply disruptions, or other causes beyond the reasonable control of Cardinal Health.
During the period of any such delay or failure, Buyer may purchase the Primary Requirements for the affected Pharmacies from others,
but will recommence purchasing from Cardinal Health upon cessation of such delay or failure.


 


17.               
Discounts and Rebates. If and to the extent any discount, credit, rebate or other purchase incentive is paid or applied
by Cardinal Health with respect to the Merchandise purchased under this Agreement, such discount, credit, rebate or other purchase
incentive shall constitute a “discount or other reduction in price,” as such terms are defined under the Medicare/Medicaid
Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)(3)(A) and the “safe harbor” regulations regarding discounts or
other reductions in price set forth in 42 C.F.R. § 1001.952(h)) on the applicable Merchandise purchased by Buyer under the
terms of this Agreement. Buyer may have an obligation to accurately report, under any state or federal program which provides cost
or charge based reimbursement for the products or services covered by this Agreement, or as otherwise requested or required by
any governmental agency, the net cost actually paid by Buyer.


 


18.               
Miscellaneous. Each party shall comply with all laws, rules and regulations applicable to its obligations under this
Agreement. This Agreement and its exhibits constitute the entire agreement and understanding of the parties with respect to the
subject matter hereof, and this Agreement may not be amended except by a writing signed by each party. No party may assign its
rights or obligations under this Agreement without the written consent of the others; provided, however, that Cardinal Health may
delegate its rights and obligations to any entity that is controlled by or under common control with Cardinal Health, Inc. Neither
party may disclose the terms and conditions of this Agreement to a third party without prior written consent of the other party,
except as required by law or as necessary to perform its obligations under this Agreement. This Agreement does not create any employment,
agency, franchise, joint venture, partnership or other similar legal relationship between Buyer and Cardinal Health.


 


 





	Dougherty's Holdings, Inc.	 	Cardinal Health 110, LLC
	16250 Knoll Trail Drive Ste. 102	 	7000 Cardinal Place
	Dallas, Texas 75248	 	Dublin, Ohio 43017
	Telecopy (214)373-5300	 	Telecopy: (614) 757-6000
	 	 	 
	By: /s/ Mark Heil                                         	 	By: /s/ Robert Clift                                          
	Title: President, Dougherty’s Holdings, Inc.	 	Title: Director of Sales
	Date: May 8, 2014	 	Date: May 9, 2014
	 	 	 
	Account Number: xxxxxxxxxx	 	Cardinal Health 411, Inc.
	 	 	7000 Cardinal Place
	 	 	Dublin, Ohio 43017
	 	 	Telecopy: (614) 757-6000
	 	 	 
	 	 	By: /s/ Robert Clift                                         
	 	 	Title: Director of Sales
	 	 	Date: May 9, 2014



 


 


[***] Indicates portions of
this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confident
treatment.




 



 






    	 	4	 



     


    

 


EXHIBIT A


 


Pharmacies


 


Corporate
Location:

Dougherty's Holdings, Inc.

515 Preston Royal Village

Dallas, Texas 75230



List of Pharmacies:



Dougherty's Airway Pharmacy

5959 Royal Lane

Suite 515

Dallas, Texas 75230



Dougherty's Pharmacy—Forrest Park Dallas

11970 North Central Parkway

Suite 100

Dallas, Texas 75243



 


 







Delivery Schedule


 


Except as otherwise agreed upon by the
parties in writing from time to time, Cardinal Health shall use commercially reasonable efforts to deliver the Merchandise purchased
by Buyer under this Agreement to Buyer’s Airway Pharmacy location between 7:30am and 8:30am central time.


 


 


 


 


 


 


 


[***] Indicates portions of
this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confident
treatment.




 



 






    	 	5	 



     


    

 


EXHIBIT B


 


Pricing Matrix


 


Purchase Price


 


Subject to Buyer’s
compliance with Section 5 of the Agreement, Buyer will be entitled to purchase branded Rx Products from Cardinal Health (that are
not Specially Priced Merchandise or subject to a Manufacturer Contract) for Buyer’s Pharmacies at a purchase price equal
to Cardinal Health’s Cost Minus the applicable percentage set forth in the matrix below:


 


	
         

        Average Monthly Net Purchases
	
         

        Discount [***]
	
         

        Discount [***]

	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]


 


At the end of each calendar quarter this
Agreement is in effect, Cardinal Health will evaluate Buyer’s average monthly Net Purchases during the calendar quarter.
If Buyer’s average monthly Net Purchases during the quarter entitles Buyer to purchase branded Rx Products at a lower (or
higher) purchase price according to the foregoing matrix than Buyer was invoiced during the quarter, then prospective adjustments
to the invoiced purchase price will be made beginning as of the first day of the second month following the end of the quarter
measured.


 


Buyer’s Purchase Price


 


Based on Buyer’s
representation that: (i) Buyer’s aggregate monthly Net Purchases from Cardinal Health under this Agreement shall be at least
[***], and (ii) Buyer’s aggregate monthly Net Purchases under this Agreement of generic Rx Products through the Generic Source
Program shall equal at least [***], Buyer will initially be invoiced at [***].


 


Notwithstanding any
other provision in this Agreement, if Buyer’s aggregate monthly Net Purchases under this Agreement of generic Rx Products
through the Generic Source Program equals less than [***] of Buyer’s aggregate monthly Net Purchases of all Rx Products under
this Agreement during the same month for [***], effective as of [***], Buyer’s purchase price for branded Rx Products (that
are not Specially Priced Merchandise or subject to a Manufacturer Contract) shall equal [***]. Such [***] pricing shall remain
in effect until the [***] in which Buyer’s aggregate monthly Net Purchases of generic Rx Products through the Generic Source
Program equals at least [***].


 


Exceptions to the Foregoing Pricing


 





Notwithstanding the
foregoing, as set forth in Section 4 above, the purchase price for Specially Priced Merchandise shall not be based upon Cardinal
Health’s [***] pricing in accordance with this Pricing Matrix, but instead will be net-billed in accordance with the terms
and conditions established by Cardinal Health (including applicable mark-up) for such Merchandise. As also set forth in Section
4 above, the purchase price of Merchandise that is subject to a Manufacturer Contract will equal Buyer’s contract price for
the applicable Merchandise as set forth in the Manufacturer Contract.


 


GPO Administrative Fees


 


The pricing specified
in the Pricing Matrix above does not reflect any administrative fees for membership in any group purchasing organization (a “GPO”).
If Buyer or any Pharmacy affiliates with a GPO, the appropriate administrative fee will be added to the percentages specified in
the Pricing Matrix.


 


 


[***] Indicates portions of
this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confident
treatment.




 







    	 	6	 



     


    

 


Monthly Generic Rebate


 


In General.
Subject to the limitations set forth below, Cardinal Health shall pay Buyer a monthly rebate (the 'Monthly Generic Rebate')
based on [***]. The Monthly Source Rebate shall be calculated by Cardinal Health for each full calendar month this Agreement is
in effect and shall be provided by Cardinal Health to Buyer, if applicable, within [***] days after the end of the applicable month
via check, EFT, or in the form of a credit memorandum to be used by the Buyer towards future purchases of Merchandise under this
Agreement as mutually agreed upon by the parties. The amount of a given Monthly Generic Rebate shall be determined in accordance
with the following table:


 


	Monthly Net Purchases Through the Generic Source Program	
        Monthly Generic Rebate 

        (As a % of the Buyer’s Aggregate
        Net Purchases Through the Generic Source Program During the Applicable Month)

	[***]	[***] 
	[***]	[***] 
	[***] 	[***] 
	[***] 	[***] 
	[***] 	[***] 
	[***] 	[***] 
	[***] 	[***] 
	[***] 	[***] 
	[***] 	[***] 
	[***] 	[***] 
	[***] 	[***] 
	[***] 	[***] 
	[***] 	[***] 
	[***] 	[***] 
	[***]	[***] 


 


In calculating a given Monthly Source Rebate,
the percentages set forth in the rebate tiers above shall be cumulative. For example, the portion of the Buyer’s Monthly
Source Rebate for the first [***] purchased through the Source Program during the applicable month shall equal [***], and the portion
of a Monthly Source Rebate for those purchases through the Source Program from [***] through [***] shall equal [***]. Therefore,
if the Buyer’s aggregate Net Purchases through the Source Program equaled [***] during a given month, the Monthly Source
Rebate would equal [***].


 


Limitations.
As set forth above, the parties hereby specifically acknowledge and agree that the following Generic Source Program Products will
be excluded from the calculation of the Monthly Source Rebate: (i) exclusive generic Rx Products, (ii) biogeneric products, and
(iii) branded generic Rx Products.


 


Disclosure.
The Monthly Source Rebate constitutes a “discount or other reduction in price,” as such terms are defined under the
Medicare/Medicaid Anti-Kickback Statute, on the applicable products purchased by Buyer under this Agreement. Cardinal Health and
Buyer agree to use commercially reasonable efforts to comply with any and all requirements imposed on sellers and buyers, respectively,
under 42 U.S.C. § 1320a-7b(b)(3)(A) and the “safe harbor” regulations regarding discounts or other reductions
in price set forth in 42 C.F.R. § 1001.952(h). In this regard, Buyer may have an obligation to accurately report, under any
state or federal program which provides cost or charge based reimbursement for the products or services covered by this Agreement,
or as otherwise requested or required by any governmental agency, the net cost actually paid by Buyer and/or each Pharmacy.


 


Additional Monthly Generic Rebate


 


In General.
Subject to the limitations set forth below, effective as of May 1, 2015, and continuing through the end of the initial term of
this Agreement (i.e., through April 30, 2017), in addition to the Monthly Generic Rebate set forth above, Cardinal Health shall
pay the Buyer a rebate (the “Additional Monthly Generic Rebate”) for each month the Agreement remains in effect
in which: (i) the Buyer’s aggregate Net Purchases through the Cardinal Health Source Program under this Agreement during
a given month equals at least [***] of the Buyer’s aggregate Net Purchases of all Rx Products under this Agreement during
the same month, AND (ii) the Buyer’s aggregate Net Purchases through the Cardinal Health Source Program under this Agreement
equals at least [***]during the month. The Additional Monthly Generic Rebate shall be calculated by Cardinal Health for each full
calendar month this Agreement is in effect during the applicable time period and shall be provided by Cardinal Health to Buyer,
if applicable, within [***] days after the end of the applicable month via check, EFT, or in the form of a credit memorandum to
be used by the Buyer towards future purchases of Merchandise under this Agreement as mutually agreed upon by the parties. The amount
of a given Additional Monthly Generic Rebate shall equal [***].


 


 


[***] Indicates portions of
this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confident
treatment.




 







    	 	7	 



     


    

 


Limitations.
As set forth above, the parties hereby specifically acknowledge and agree that the following Generic Source Program Products will
be excluded from the calculation of the Additional Monthly Generic Rebate: (i) exclusive generic Rx Products, (ii) biogeneric products,
and (iii) branded generic Rx Products.


 


Disclosure.
The Additional Monthly Generic Rebate constitutes a “discount or other reduction in price,” as such terms are defined
under the Medicare/Medicaid Anti-Kickback Statute, on the applicable products purchased by Buyer under this Agreement. Cardinal
Health and Buyer agree to use commercially reasonable efforts to comply with any and all requirements imposed on sellers and buyers,
respectively, under 42 U.S.C. § 1320a-7b(b)(3)(A) and the “safe harbor” regulations regarding discounts or other
reductions in price set forth in 42 C.F.R. § 1001.952(h). In this regard, Buyer may have an obligation to accurately report,
under any state or federal program which provides cost or charge based reimbursement for the products or services covered by this
Agreement, or as otherwise requested or required by any governmental agency, the net cost actually paid by Buyer and/or each Pharmacy.


 


Leader Brand Product Rebate


 


In General.
If Buyer’s aggregate Net Purchases of Leader Brand products by all Pharmacy locations equals at least [***] during a given
calendar quarter, Cardinal Health shall pay Buyer a rebate (the “Leader Brand Product Rebate”) based on Buyer’s
aggregate Net Purchases of Leader Brand products during the applicable calendar quarter by all Pharmacy locations. The Leader Brand
Product Rebate shall be calculated by Cardinal Health for each full calendar quarter this Agreement is in effect and shall be provided
by Cardinal Health to Buyer, if applicable, within [***] days after the end of the applicable quarter in the form of a credit memorandum
to be used by Buyer towards future purchases of Merchandise under the Agreement. The amount of a given Leader Brand Product Rebate
shall be determined in accordance with the following table:


 


	Quarterly Net Purchases of Leader Brand Products 	
        Leader Brand Product Rebate

        (As a % of Buyer’s Aggregate Net
        Purchases of Leader Brand Product Purchases During the Quarter)

	[***]	-	[***]	[***]
	[***]	-	[***]	[***]
	[***]	&	[***]	[***]



 

Disclosure.
The Leader Brand Product Rebate constitutes a “discount or other reduction in price,” as such terms are defined under
the Medicare/Medicaid Anti-Kickback Statute, on the applicable products purchased by Buyer under this Agreement. Cardinal Health
and Buyer agree to use their best commercially reasonable efforts to comply with any and all requirements imposed on sellers and
buyers, respectively, under 42 U.S.C. § 1320a-7b(b)(3)(A) and the “safe harbor” regulations regarding discounts
or other reductions in price set forth in 42 C.F.R. § 1001.952(h). In this regard, Buyer may have an obligation to accurately
report, under any state or federal program which provides cost or charge based reimbursement for the products or services covered
by this Agreement, or as otherwise requested or required by any governmental agency, the net cost actually paid by Buyer.


 


Repayment of Prior Upfront Volume Discount


 


Buyer and Cardinal
Health were parties to that certain Prime Vendor Agreement which was effective as of 02/01/2012 (the "Prior Agreement").
Under the Prior Agreement, Cardinal Health paid the Buyer an upfront volume discount in the amount of [***] (the "Prior Agreement
Upfront Volume Discount") on Buyer's future purchases of merchandise from Cardinal Health under the Prior Agreement. The Prior
Agreement obligated Buyer to repay to Cardinal Health the unearned portion of the Prior Agreement Upfront Volume Discount if the
Prior Agreement was terminated prior to the date upon which Buyer fully earned the Prior Agreement Upfront Volume Discount in accordance
with the terms of the Prior Agreement. The parties hereby acknowledge and agree that as of the Effective Date of this Agreement,
[***] of the Prior Agreement Upfront Volume Discount remains unearned by Buyer, and the parties desire to confirm Buyer's repayment
obligations with respect to such unearned amount. Since the parties have mutually agreed that as of the Effective Date of this
Agreement, the Buyer shall cease purchasing from Cardinal Health under the Prior Agreement and begin purchasing from Cardinal Health
under this Agreement, the Buyer shall not be required to repay the unearned portion of the Prior Agreement Upfront Volume Discount
to Cardinal Health as of the Effective Date of this Agreement. Rather, it is the parties’ intention that the Buyer shall
continue to earn the Prior Agreement Upfront Volume Discount on the basis of the Buyer's purchases from Cardinal Health under this
Agreement.


 


Therefore, notwithstanding
any other provision in this Agreement, if this Agreement is terminated for any reason prior to [***], Buyer shall repay to Cardinal
Health the unearned portion of the Prior Agreement Upfront Volume Discount, which amount shall be determined by multiplying [***]by
a fraction, the numerator of which shall be [***], and the denominator of which shall be [***] (the “Prior Agreement Upfront
Volume Discount Repayment Amount”). If applicable, Buyer shall pay such Prior Agreement Upfront Volume Discount Repayment
Amount to Cardinal Health within [***] days after the Effective Date of such termination. The parties agree, and Buyer acknowledges,
that the Prior Agreement Upfront Volume Discount Repayment Amount has been negotiated in good faith and is not intended as a penalty.


 


The parties affirm
again, that the Prior Agreement Upfront Volume Discount constitutes a "discount or other reduction in price," as such
terms are defined under the Medicare/Medicaid Anti Kickback Statute, on the applicable products purchased by the Buyer under the
Prior Agreement and the applicable products purchased under this Agreement. Cardinal Health and the Buyer agree to use commercially
reasonable efforts to comply with any and all requirements imposed on sellers and buyers, respectively, under 42 U.S.C. §
1320a 7b(b)(3)(A) and the "safe harbor" regulations regarding discounts or other reductions in price set forth in 42
C.F.R. § 1001.952(h). In this regard, the Buyer may have an obligation to accurately report, under any state or federal program
which provides cost or charge based reimbursement for the applicable products or services covered by the Prior Agreement or this
Agreement, or as otherwise requested or required by any governmental agency, the net cost actually paid by the Buyer.


 


 


[***] Indicates portions of
this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confident
treatment.




 







    	 	8	 



     


    

 


EXHIBIT C


 


Cardinal Health Pharmaceutical
Distribution 


Returned Goods Policy


 





Products in “merchantable condition”
(as defined below) and originally purchased from Cardinal Health may generally be returned to the customer’s servicing Cardinal
Health distribution center in accordance with, and subject to, the terms and conditions of this policy.


 





	Return Made Within:	Normal Credit Amount:
	 	 
	1 –
12 Months from Invoice Date	100% of original invoice amount paid by customer. This policy covers all order shortages, filling
errors and damage if reported within five (5) business days and such products are returned within ten (10) business days of the
date of the applicable invoice.



 


Returns made greater than 12 months from
the invoice date will not be accepted. No credit will be issued, and the product will be returned to customer.


 


“Merchantable condition”
will be determined by Cardinal Health based upon its ability to return the product to its inventory for resale in the normal course
of its business, without special preparation, testing, handling, or expense and will exclude the following:


 


		A.	Any
product purchased from any supplier other than Cardinal Health.






		B.	Any product which has been used or opened; is a partial dispensing unit or unit of sale; is without
all original packaging, labeling, inserts, or operating manuals; or that is stickered, marked, damaged, defaced, or otherwise cannot
readily be resold by Cardinal Health for any reason.



		C.	Short-dated (less than seven (7) months expiration dating), outdated, or seasonal products and
products purchased on a “special order” basis, including non-stock and drop-shipped products.



		D.	Any product not intended for return to a wholesaler in accordance with the return policies of the
applicable manufacturer.



		E.	Any product listed by any state or federal regulatory agency as a high-risk pedigree item that
is returned without a valid invoice number that cannot otherwise be verified by Cardinal Health.



 


Unmerchantable Products


 





Any product not eligible for return in
accordance with this policy (i.e., the product is not in “merchantable condition” as set forth above) will require
return directly to the manufacturer. If any such products are returned to Cardinal Health, they will be returned to customer and
no credit will be issued. Stickered products will be handled as follows: Cardinal Health will remove the sticker, retain the product
and credit the customer (as applicable pursuant to this policy). If the product is damaged during the removal of the sticker, no
credit will be issued to customer and the product will be returned to customer.


 


Notwithstanding the foregoing, in any case
where Cardinal Health accepts the return of such products and agrees to return such products to the applicable manufacturer on
behalf of customer (provided the manufacturer allows the return of such products), any credit issued to customer will be determined
by Cardinal Health.


 


Required Return Documentation


 


Prior to returning any product to Cardinal
Health, customer must execute and deliver to Cardinal Health a Cardinal Health Returned Goods Authorization Ongoing Assurance
verifying that all returned products have been kept under proper conditions for storage, handling, and shipping.


 


All requests for credit must be submitted
via EOE, Cardinal.com, CardinalCHOICE®, or approved EDI interface.


 


A fully completed and signed Merchandise
Return Authorization Form (the “MRA Form”) must accompany all products to be returned. Note: An MRA
Form cannot be fully completed without a valid invoice number. The request for an MRA Form will be rejected if a valid invoice
number is not provided.


 


 


[***] Indicates portions of
this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confident
treatment.




 







    	 	9	 



     


    

 


Third Party Return Processors


 


At the request of customer, Cardinal Health
will work with third party return processors for returns of unmerchantable products. Such arrangement will be subject to mutually
agreed upon terms and conditions, to include administrative fees payable to Cardinal Health.


 


Controlled Substances


 


Credit for the return of controlled substances
requires a separate MRA Form and such returns must comply with all applicable laws, rules and regulations in addition to the terms
and conditions of this policy.


 


Refrigerated, Chemotherapy and Hazardous
Products


 


Refrigerated, chemotherapy and hazardous
products must be returned in packaging that complies with applicable regulatory requirements. All such products that are not returned
in packaging that complies with applicable regulatory requirements will be considered damaged and unsaleable. This product will
be destroyed and no credit will be issued to customer.


 


Shorts and Damaged Products


 


Claims of order shortages (e.g., products
invoiced but not received), filling errors and damage must be reported within five (5) business days from the applicable invoice
date, or no credit will be issued. Returns of damaged products or products shipped in error must be received by the Cardinal Health
servicing distribution center within ten (10) business days from the applicable invoice date, or no credit will be issued. Controlled
substance shortage claims must be reported immediately per DEA requirements. In all instances, credit will not be issued until
verification of the claim by Cardinal Health.


 


No deductions may be taken by customer
until a valid credit memo is issued by Cardinal Health.


 


Shipping of Return Products


 


Products to be returned must be placed
in a proper shipping container and signed for by the driver when picked up.


 


Signed MRA Forms shall be included in totes
with the returned products. Only one (1) MRA Form shall be included in each tote.


 





	 	-	If the
MRA Form is not signed, no credit will be issued, and the products will be returned to the customer.






		-	If the MRA Form is not inside the tote with the returned
products, Cardinal Health will attempt to identify the customer that returned the products. The tote will then be returned to
the customer with a request for a completed MRA Form(s).









	 	-	No credit
will be issued for products returned but not listed on the accompanying MRA Form. Such products will be returned to the customer.








 


All MRA Forms will be reviewed by Cardinal
Health for compliance with this policy. The acceptability and valuation of any return is at the sole discretion of Cardinal Health.


 


Products must be returned to the customer’s
servicing Cardinal Health distribution center within thirty (30) days from the date of customer’s request for an MRA Form,
or no credit will be issued.


 


In addition to the requirements set forth
in this policy, Customer shall comply with all return procedures required by the Cardinal Health servicing distribution center.


 


Other Restrictions


 





Excessive returns may result in higher
restocking fees as deemed necessary by Cardinal Health.


 


This policy is subject to change without
notice by Cardinal Health. This policy is further subject to modification as may be deemed necessary or appropriate by Cardinal
Health to comply with applicable federal and/or state regulations, FDA guidelines, state law, and other restrictions applicable
to returned products.


 


 


[***] Indicates portions of
this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confident
treatment.




 







    	 	10	 



     


    

 


EXHIBIT D


 





 


Compliance Representations and Warranties
for Customers


 


Dougherty's Holdings, Inc. (“Customer”)
represents and warrants that it:


 


		1.	will abide by all applicable laws, rules, regulations, ordinances and guidance of the federal Drug
Enforcement Administration (“DEA”), the states into which it dispenses or sells controlled substances and/or listed
chemicals, and the states in which it is licensed, including, without limitation, all of the foregoing concerning the purchase,
sale, dispensation, and distribution of controlled substances; and



 


		2.	will not dispense or sell controlled substances and/or listed chemicals if it suspects that a prescription
or drug order is not issued for a legitimate medical purpose or the actions conducted on the part of the prescriber or Customer
and its employees are not performed in the normal course of professional practice.



 


In addition, Customer warrants that it
understands that Cardinal Health is required by DEA regulations to report to the DEA suspicious orders of controlled substances
and listed chemicals, and Customer agrees to act in good faith in assisting Cardinal Health to fulfill its obligations. To that
end, Customer agrees that it will be alert for red flags of suspicious orders and listed chemicals, including, but not limited
to:


 


		1.	Numerous controlled substance prescriptions written for the same drugs, in the same quantities
for the same time period by the same or different prescribers or group of prescribers for the same patient;



 


		2.	Numerous controlled substance prescriptions written for the same person or several persons by the
same prescriber or group of prescribers; and



 


		3.	Numerous prescriptions written for the same patient by prescribers located in different states
than the patient.



 


Customer agrees that if any of the above-noted
or other red flags exist, it is prudent to contact the prescriber to validate the legitimacy of the prescription and/or to discontinue
filling prescriptions from the prescriber, group of prescribers, or customer in question. In addition, the pharmacist should contact
the State Board of Pharmacy or local DEA Diversion Field Office (see Appendix N, DEA Pharmacist’s Manual, 2010 Edition).


 


Customer acknowledges that Cardinal Health
may provide a copy of this document to the DEA or any other state or federal regulatory agency or licensing board.


 


Customer hereby acknowledges and agrees
that, notwithstanding any other provision herein, or any provision in any other agreement between Cardinal Health and the Customer,
Cardinal Health may, in its sole discretion, immediately suspend, terminate or limit the distribution of controlled substances,
listed chemicals, and other products monitored by Cardinal Health to the Customer at any time if Cardinal Health believes that
the continued distribution of such products to the Customer may pose an unreasonable risk of the diversion of such products based
on the totality of the circumstances and such other considerations as may be deemed relevant by Cardinal Health.


 


The Customer further acknowledges and agrees
that it will not file any claims against Cardinal Health, or any related entity, including legal and equitable claims, regarding
any decision by Cardinal Health to suspend, limit or terminate its distribution of controlled substances, listed chemicals, and
other products monitored by Cardinal Health to the Customer.


 


Agreed to by a duly authorized officer,
partner, or principal of Customer:


 





	Signature:	 
	 	 
	Full Name (print):	 
	 	 
	Title:	 
	 	 
	Date:	 



 


Please sign and return to: Cardinal Health;
Attn: Anti-Diversion Group, Corporate QRA; 7000 Cardinal Place; Dublin; OH 43017 or Fax (614) 652-9631


 


 


 


[***] Indicates portions of
this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confident
treatment.




 


 






    	 	11