Exhibit 10.8


 





Retail Independent Prime Vendor Agreement Amendment


 


Fourth
AMENDMENT


TO THE PRIME VENDOR AGREEMENT


___________________________


 


This Fourth Amendment
to the Prime Vendor Agreement (the “Fourth Amendment”) is made and entered into by and between Dougherty's Holdings,
Inc. (“Buyer”) and Cardinal Health 110, LLC and Cardinal Health 112, LLC (collectively referred to herein as
“Cardinal Health”).


 


Recitals


 


Whereas,
effective January 1, 2016, Cardinal Health 411, Inc. was merged into Cardinal Health 110, LLC; and


 


WHEREAS,
Cardinal Health and Buyer are parties to that certain Prime Vendor Agreement that was effective as of May 1, 2014 (hereinafter
“Agreement”); and 


 


WHEREAS,
the parties entered into that certain First Amendment to the Agreement that was effective May 1, 2015 (the “First
Amendment”); and


 


WHEREAS,
the parties entered into that certain Second Amendment to the Agreement that was effective July 1, 2015 (the “Second
Amendment”); and


 


WHEREAS,
the parties entered into that certain Third Amendment to the Agreement that was effective October 1, 2015 (the “Third
Amendment”); and


 


WHEREAS, on June 11, 2015 Dougherty's Pharmacy
McAlester, LLC DBA The Medicine Shoppe was added as a Pharmacy to the Agreement; and


 


WHEREAS, on August 21, 2015 Dougherty's Pharmacy
Springtown, LLC was added as a Pharmacy to the Agreement; and


 


WHEREAS,
Cardinal Health and Buyer desire to amend the Agreement as set forth in this Fourth Amendment. 


 


Statement of Agreement


 


NOW,
THEREFORE, in return for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:


 


1.               
Capitalized Terms. All capitalized terms used in this Amendment not otherwise defined herein shall have the same
meaning as is ascribed to them in the Agreement.


 


2.       Section
4 of the Agreement is hereby deleted in its entirety and replaced with the following:


 


Purchase Price.
Except as otherwise set forth in the Agreement, Buyer will pay a purchase price for all Merchandise purchased under the Agreement
in an amount equal to Cardinal Health’s Cost for such Merchandise, plus the percentage specified in the pricing matrix set
forth in Attachment 1 to the Second Amendment (the “Pricing Matrix”), plus all applicable taxes or other assessments
on such purchases. For purposes of the 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 in the Agreement) will equal Buyer’s
contract price for the applicable Merchandise as set forth in the Manufacturer Contract. Notwithstanding any other provision in
the Agreement, the purchase price for certain Merchandise (sometimes referred to 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, Cardinal Health Source Program (“Source Program”) Merchandise, private label products,
medical/surgical supplies, Schedule II controlled substances, drop-shipped Merchandise, Merchandise acquired from vendors not offering
customary cash discount or other terms, and other slow moving or specially-handled Merchandise. Except as otherwise set forth in
the 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.







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3.                         
 Specially Priced Merchandise


 


Notwithstanding the foregoing, the purchase
price for Specially Priced Merchandise, shall not be based upon the Cardinal Health’s [***] pricing in accordance with the
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 from time to time; provided, however, that the Buyer’s purchase price for OTC/HBA
Merchandise shall equal [***].


 


4.               
Dougherty's Airway Pharmacy One Time Rebate


 


Provided that Dougherty's
Airway Pharmacy's aggregate Net Purchases of Merchandise under the Agreement equals at least [***] from the period beginning January
1, 2016 through January 31, 2016, Cardinal Health shall pay Dougherty's Airway Pharmacy a rebate on such purchases in the amount
of [***] (the “Dougherty's Airway Pharmacy One Time Rebate”). As applicable, Cardinal Health shall pay the Dougherty's
Airway Pharmacy One Time Rebate to Dougherty's Airway Pharmacy within [***] days after January 31, 2016, in the form of a check,
EFT, or in the form of a credit memorandum to be used by Dougherty's Airway Pharmacy towards future purchases of Merchandise under
the Agreement as mutually agreed upon by the parties.


 


The Dougherty's Airway
Pharmacy One Time 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 Dougherty's Airway Pharmacy under the Agreement from January 1,
2016 through January 31, 2016. Cardinal Health and Dougherty's Airway Pharmacy 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, Dougherty's Airway Pharmacy 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 the Agreement, or as otherwise requested or
required by any governmental agency, the net cost actually paid by Dougherty's Airway Pharmacy.


 


5.     
Dougherty's Pharmacy – Forrest Park Dallas One Time Rebate


 


Provided that Dougherty's
Pharmacy – Forrest Park Dallas' aggregate Net Purchases of Merchandise under the Agreement equals at least [***] from the
period beginning January 1, 2016 through January 31, 2016. Cardinal Health shall pay Dougherty's Pharmacy – Forrest Park
Dallas a rebate on such purchases in the amount of [***] (the “Dougherty's Pharmacy – Forrest Park Dallas One Time
Rebate”). As applicable, Cardinal Health shall pay the Dougherty's Pharmacy – Forrest Park Dallas One Time Rebate
to Dougherty's Pharmacy – Forrest Park Dallas within [***] days after January 31, 2016, in the form of a check, EFT, or in
the form of a credit memorandum to be used by Dougherty's Pharmacy – Forrest Park Dallas towards future purchases of Merchandise
under the Agreement as mutually agreed upon by the parties.


 


The Dougherty's Pharmacy
– Forrest Park Dallas One Time 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 Dougherty's Pharmacy – Forrest
Park Dallas under the Agreement from January 1, 2016 through January 31, 2016. Cardinal Health and Dougherty's Pharmacy –
Forrest Park Dallas 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, Dougherty's Pharmacy – Forrest Park
Dallas 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 the Agreement, or as otherwise requested or required by any governmental agency, the net
cost actually paid by Dougherty's Pharmacy – Forrest Park Dallas.


 


6.                         
 Dougherty's Pharmacy Humble One Time Rebate


 


Provided that Dougherty's
Pharmacy Humble's aggregate Net Purchases of Merchandise under the Agreement equals at least [***] from the period beginning January
1, 2016 through January 31, 2016. Cardinal Health shall pay Dougherty's Pharmacy Humble a rebate on such purchases in the amount
of [***] (the “Dougherty's Pharmacy Humble One Time Rebate”). As applicable, Cardinal Health shall pay the Dougherty's
Pharmacy Humble One Time Rebate to Dougherty's Pharmacy Humble within [***] days after January 31, 2016, in the form of a check,
EFT, or in the form of a credit memorandum to be used by Dougherty's Pharmacy Humble towards future purchases of Merchandise under
the Agreement as mutually agreed upon by the parties.


 


 


____________________


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







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The Dougherty's Pharmacy
Humble One Time 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 Dougherty's Pharmacy Humble under the Agreement from January 1,
2016 through January 31, 2016. Cardinal Health and Dougherty's Pharmacy Humble 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, Dougherty's Pharmacy Humble 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 the Agreement, or as otherwise requested or
required by any governmental agency, the net cost actually paid by Dougherty's Pharmacy Humble.


 


7.                         
 Dougherty's Pharmacy McAlester, LLC One Time Rebate


 


Provided that Dougherty's
Pharmacy McAlester, LLC's aggregate Net Purchases of Merchandise under the Agreement equals at least [***] from the period beginning
January 1, 2016 through January 31, 2016. Cardinal Health shall pay Dougherty's Pharmacy McAlester, LLC a rebate on such purchases
in the amount of [***] (the “Dougherty's Pharmacy McAlester, LLC One Time Rebate”). As applicable, Cardinal
Health shall pay the Dougherty's Pharmacy McAlester, LLC One Time Rebate to Dougherty's Pharmacy McAlester, LLC within [***] days
after January 31, 2016, in the form of a check, EFT, or in the form of a credit memorandum to be used by Dougherty's Pharmacy McAlester,
LLC towards future purchases of Merchandise under the Agreement as mutually agreed upon by the parties.


 


The Dougherty's Pharmacy
McAlester, LLC One Time 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 Dougherty's Pharmacy McAlester, LLC under
the Agreement from January 1, 2016 through January 31, 2016. Cardinal Health and Dougherty's Pharmacy McAlester, LLC 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, Dougherty's Pharmacy McAlester, LLC 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 the
Agreement, or as otherwise requested or required by any governmental agency, the net cost actually paid by Dougherty's Pharmacy
McAlester, LLC.


 


8.                         
 Dougherty's Pharmacy Springtown, LLC One Time Rebate


 


Provided that Dougherty's
Pharmacy Springtown, LLC's aggregate Net Purchases of Merchandise under the Agreement equals at least [***] from the period beginning
January 1, 2016 through January 31, 2016. Cardinal Health shall pay Dougherty's Pharmacy Springtown, LLC a rebate on such purchases
in the amount of [***] (the “Dougherty's Pharmacy Springtown, LLC One Time Rebate”). As applicable, Cardinal
Health shall pay the Dougherty's Pharmacy Springtown, LLC One Time Rebate to Dougherty's Pharmacy Springtown, LLC within [***]
days after January 31, 2016, in the form of a check, EFT, or in the form of a credit memorandum to be used by Dougherty's Pharmacy
Springtown, LLC towards future purchases of Merchandise under the Agreement as mutually agreed upon by the parties.


 


The Dougherty's Pharmacy
Springtown, LLC One Time 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 Dougherty's Pharmacy Springtown, LLC under
the Agreement from January 1, 2016 through January 31, 2016. Cardinal Health and Dougherty's Pharmacy Springtown, LLC 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, Dougherty's Pharmacy Springtown, LLC 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 the Agreement, or as otherwise requested or required by any governmental agency, the net cost actually paid by Dougherty's Pharmacy
Springtown, LLC.


 


9.                         
 McCrory’s Pharmacy One Time Rebate


 


Provided that McCrory’s
Pharmacy aggregate Net Purchases of Merchandise under the Agreement equals at least [***] from the period beginning January 1,
2016 through January 31, 2016. Cardinal Health shall pay McCrory’s Pharmacy a rebate on such purchases in the amount of [***]
(the “McCrory’s Pharmacy One Time Rebate”). As applicable, Cardinal Health shall pay the McCrory’s
Pharmacy One Time Rebate to McCrory’s Pharmacy within [***] days after January 31, 2016, in the form of a check, EFT, or
in the form of a credit memorandum to be used by McCrory’s Pharmacy towards future purchases of Merchandise under the Agreement
as mutually agreed upon by the parties.


 


 


____________________


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







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The McCrory’s Pharmacy
One Time 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 McCrory’s Pharmacy under the Agreement from January 1, 2016
through January 31, 2016. Cardinal Health and McCrory’s Pharmacy 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,
McCrory’s Pharmacy 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 the Agreement, or as otherwise requested or required by any
governmental agency, the net cost actually paid by McCrory’s Pharmacy.


 


 


 


 


____________________


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







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10.       Effectiveness.
To the extent provided herein, this Fourth Amendment supersedes or modifies any inconsistent provision of the Agreement.


 


11.       No
Other Changes. Except as amended by the provisions in this Fourth Amendment, the Agreement shall remain in full force and effect.


 


12.       Amendment
Effective Date. This Fourth Amendment is effective as of January 1, 2016.


 


13.       Counterparts.
This Fourth Amendment may be executed in counterparts, each of which is deemed to be an original, and together all of which shall
constitute one and the same document.


 


IN WITNESS WHEREOF, the parties
have agreed to the foregoing:


 


	Dougherty's Holdings, Inc.	 	Cardinal Health 110, LLC
	16250 Knoll Trail Drive, Suite 102	 	Cardinal Health 112, LLC
	Dallas, TX 75248	 	7000 Cardinal Place
	 	 	Dublin, Ohio 43017
	 	 	 
	Telecopy _______________	 	Telecopy: (614) 757-6000
	 	 	 
	By: /s/ Mark Heil                                        	 	By: /s/ Robert Clift                                  
	Title: President and CFO 	 	Title: Director of Sales 
	Date: January 15, 2016 	 	Date: 1-16-16 
	 	 	 
	Account Number ______________	 	
	 	 	 
	 	 	 


 


 


 


 


 


 


 


 


 


 


____________________


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






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