ASSET
PURCHASE AGREEMENT


 


This
ASSET PURCHASE AGREEMENT (the “Agreement”), is made as of June 27, 2017, (the “Effective Date”) by and
among Imprimis Pharmaceuticals, Inc., a Delaware corporation (“Company”), ImprimisRx CA, Inc., a California corporation
(“RxCA”), ImprimisRx PA, Inc., a Delaware corporation (“RxPA” and together with RxCA, collectively, “Subsidiaries”
and each a “Subsidiary”; and together with Company, RxPA and RxCA, collectively, “Sellers” and each, individually,
a “Seller”), and Creative Pharmacy Solutions Central, LLC, a Delaware limited liability company doing business as
Pharmacy Innovations (“Buyer”).


 


RECITALS


 


WHEREAS,
the Company is the owner of ImprimisRx CA, Inc., a California corporation and licensed pharmacy doing business as ImprimisRx located
at 9257 Research Drive, Irvine, CA 92618 (the “RxCA Premises”) and ImprimisRx PA, Inc., a Delaware corporation and
licensed pharmacy doing business as ImprimisRx located at 780 Primos Ave., Unit E, Folcroft, PA 19032 (the “RxPA Premises”).


 


WHEREAS,
upon the terms and subject to the conditions set forth herein, Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer, certain Assets (as defined below) of the Company and Subsidiaries in exchange for the consideration set forth herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, the parties
hereto agree as follows:


 


1.
Sale and Transfer of the Assets.
Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 8.1), Seller will sell, convey,
assign, transfer, and deliver to Buyer, and Buyer will purchase, accept and take from Seller, the Assets (as defined in Section
13.1), free and clear of any Encumbrances (as defined in Section 13.1). As further outlined in Section 13.7, Seller shall have
no obligation in the physical transfer of any of the Assets to another location, other than to reasonably assist any subcontractors
of Buyer with the packing of the same. 


 


2.
Purchase Price.
The purchase price (the “Purchase Price”) for the Assets shall be the aggregate of the consideration set forth in
Section 2.1 and Section 2.1.4 below. 


 


2.1
Cash Consideration. As consideration for the sale, conveyance, assignment, transfer and delivery to Buyer of the
Assets, Buyer shall pay to Company, by wire transfer of funds to an account or accounts designated by Company, the sum of Four
Hundred Fifty Thousand Dollars ($450,000.00) payable as follows:


 


2.1.1
Initial Cash Payment. Forty Thousand Dollars ($40,000.00 and the “Initial Cash Payment”) within five (5) days
of the Closing Date; and


 




    	 	 	 



     


    

 


2.1.2
Balance Cash Payment. Four Hundred Ten Thousand Dollars ($410,000.00 and the “Balance Cash Payment”, which
shall bear an interest rate of 6% and together with the Initial Cash Payment the “Purchase Price”) payable in forty-eight
(48) equal monthly installment payments of Nine Thousand Six Hundred Twenty Eight Dollars and Eighty Six Cents ($9,628.86 and
each a “Monthly Payment”), with each Monthly Payment due by the 5th day of each subsequent month. The first
Monthly Payment will be due by August 5, 2017.


 


2.1.3
Discount to Balance Cash Payment. In the event the Buyer elects to make advanced payments such that Buyer delivers to Seller
a total of Three Hundred Sixty Five Thousand Dollars ($365,000.00) of the Balance Cash Payment prior to December 31, 2017, Seller
shall waive the additional remaining amounts due of the Balance Cash Payment. After December 31, 2017, in the event the Buyer
elects to make an advanced payment in full of the Balance Cash Payment the amount paid by the Seller shall be made according to
the amortization table provided in Exhibit D and with no prepayment penalty.


 


2.1.4
Post-Closing Adjustment(s). Sixty (60) days after Closing, Buyer will account for all sales associated with the Assets
and with the Business (as defined in Section 13.1) located at or about Unit E, 780 Primos Avenue, Folcroft Borough, Pennsylvania
(“PA Location”). In the event said sales are less than Sixty Percent (60.00%) of Seller’s sales associated with
the Assets and the Business of the PA Location in the sixty (60) days preceding the Effective Date, the Balance Cash Payment will
be reduced by $125,000, and the amortization of the balance Cash Payment described in 2.1.2 will be adjusted accordingly for all
remaining payments; provided, however, Buyer shall use reasonable diligence, efforts and care to continue to operate the
Business of the PA Location following the Closing Date as it was operated by the Seller prior to the Effective Date. In the event
Buyer claims that the post-Closing Date sales are less than Sixty Percent (60.00%) of Seller’s pre-Effective Date sales
as outlined in the previous sentence, Buyer shall permit Seller to have full access during normal business hours to such records
of Buyer as may be reasonably necessary to verify the proper operations and sales of the Business.


 


2.2
Assumption of Liabilities. 


 


2.2.1
As additional consideration for the sale, conveyance, assignment, transfer and delivery to Buyer of the Assets, Buyer, as of the
Closing Date, shall assume the lease of real property entered into by Company with respect to the RxPA Premises (the “Lease”
or “Assumed Liabilities”), provided that, in connection with the assumption of the Lease, at Closing Buyer shall reimburse
Company for, and thereafter Buyer shall be entitled to all benefits of and any right to receive a return of, the Twelve Thousand
Five Hundred Twenty Nine Dollars and Ninety Eight Cents ($12,529.98) deposit held in connection with and pursuant to the terms
of the Lease (the “Lease Deposit Reimbursement”).


 


2.2.2
Notwithstanding any provision in any Transaction Agreements (as defined in Section 13.1) to the contrary, except for assumption
of the Assumed Liabilities, Buyer shall not assume or be deemed to have assumed any liabilities of Seller or any Subsidiaries
or affiliates of Seller (or any predecessor owner of all or part of Seller’s respective businesses or assets), whether as
transferee or successor, by contract or otherwise, and Seller shall remain liable for, any and all liabilities of Seller of any
kind whatsoever, whether known, unknown, liquidated or contingent, whether presently in existence or arising or asserted hereafter,
including, without limitation, any accounts payable of Seller (collectively, the “Excluded Liabilities”).


 




    	 	 	 



     


    

 


2.3
Purchase Price Allocation. Within thirty (30) days after Closing, Buyer shall deliver to Seller an allocation of
the sum of the Purchase Price and Assumed Liabilities (and any adjustments thereof) among the Assets as of the Closing (the “Allocation”)
in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. Seller
shall have an opportunity to review the Allocation for a period of not more than ten (10) days after receipt of the Allocation
(the “Review Period”). If Seller delivers notice to Buyer prior to the expiration of the Review Period that Seller’s
calculation of any item in the Allocation varies by twenty percent (20%) or more from the amount for such item set forth in the
Allocation delivered by Buyer, Buyer and Seller shall attempt in good faith to agree on an adjustment to the Allocation that is
mutually agreeable to Buyer and Seller for a period not to exceed ten (10) days and the Allocation as adjusted by the parties
mutual agreement shall be binding on both Buyer and Seller. If Seller does not provide notice of any dispute prior to the expiration
of the Review Period, the Allocation shall be deemed to be final and binding on both Buyer and Seller. Buyer and Seller shall
cooperate in connection with the preparation of Internal Revenue Service Form 8594 for its timely filing. Except as otherwise
required by applicable law, Buyer and Seller shall report for all tax purposes all transactions contemplated by this Agreement
in a manner consistent with the Allocation and shall not take any position inconsistent therewith in any tax return, in any refund
claim, in any litigation, or otherwise. If Buyer and Seller are unable to agree on the Allocation, Buyer and Seller shall each
be permitted to file any returns reflecting an allocation of the purchase price as each shall independently determine.


 


2.4
Assets Acquired on “As Is,” “Where Is” Basis. Notwithstanding anything contained herein
to the contrary, it is understood and agreed that, except as expressly set forth in this Agreement, including without limitation,
the representations and warranties set forth in Section 4 of this Agreement, Seller disclaim all warranties or representations
of any kind or character, expressed or implied. Buyer is acquiring the Assets and will accept the Assets in an “as is,”
“where is” condition with all faults, provided, however, all Assets will be delivered to Buyer at Seller’s existing
location at or about Unit E, 780 Primos Avenue, Folcroft Borough, Pennsylvania. Buyer agrees that Buyer has not relied upon, and
will not rely upon, either directly or indirectly, any representation or warranty of Seller, or any representation or warranty
of any agent or employee of Seller, except such representations and warranties as expressly set forth in this Agreement.


 


3.
Representations and Warranties of Seller.
As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, except as
set forth in the corresponding sections or subsections of the disclosure schedule attached hereto (the “Disclosure Schedule”),
Seller represents and warrants to Buyer as of the Closing Date as follows:


 


3.1
Organization. The Company is a corporation, duly formed, validly existing, and in good standing under the laws of
the State of Delaware. RxCA is a corporation, duly formed, validly existing, and in good standing under the laws of the State
of California. RxPA is a corporation, duly formed, validly existing, and in good standing under the laws of the State of Delaware.


 




    	 	 	 



     


    

 


3.2
Authority. Buyer has full power and authority to enter into and consummate the transactions contemplated by this
Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been
duly and validly authorized by the board of directors or managers, as applicable, of the Buyer and no other corporate, limited
liability company, or other proceedings on the part of any Seller are/e necessary to authorize this Agreement or to consummate
the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by , and, assuming that
this Agreement constitutes a valid and binding agreement of Buyer, constitutes the legal, valid and binding agreement and obligation
of , enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy laws, laws affecting creditors’
rights generally, and equitable principles. No relationship or contract, order, or any other document or relationship prohibits
or limits the transfers contemplated by this Agreement. Other than for compliance with the provisions of applicable statutes and
regulations, no notice to, filing with, or authorization, consent, or approval of any domestic or foreign public body or authority
is necessary for the consummation of the transactions contemplated by this Agreement.


 


3.3
No Violation to Result. The execution, delivery and performance by Seller of this Agreement and the other documents
contemplated hereby and the consummation by Seller of the transactions contemplated hereby and thereby and the fulfillment by
Seller of the terms hereof and thereof, do not and will not (i) violate, breach or constitute a default under the respective organizational
documents of Seller, any contract of any Seller, or any law applicable to Seller, (ii) give any governmental authority or any
other person the right to prohibit any of the transactions contemplated by this Agreement, or (iii) result in the creation or
imposition of any Encumbrance upon the Assets. Except as set forth on Section 3.3 of the Disclosure Schedule, no notice to, filing
with, or consent of, any person is necessary in connection with the authorization, approval, execution, delivery or performance
by Seller of this Agreement and the other documents contemplated hereby or the consummation by any Seller of the transactions
contemplated hereby or thereby.


 


3.4
Title to Subject Assets. Seller has good and marketable title to, are the exclusive legal and equitable owners of,
and have the unrestricted power and right to sell, assign and deliver the Assets. At the Closing Date, Seller will deliver the
Assets free and clear of all Encumbrances of any kind or nature other than Permitted Encumbrances. Upon Closing, Buyer will acquire
exclusive, good and marketable title to the Assets or a valid leasehold interest in the RxPA Premises and no restrictions arising
out of Seller’s ownership of the Assets or rental of the RxPA Premises will exist with respect to Buyer’s right to
resell, license, or sublicense any of the Assets or Assumed Liabilities or engage in the Business in compliance with all laws.


 


3.5
Compliance with Laws. Seller have complied in all material respects with, and are not in material violation of,
and have not received any written or oral notices of violation with respect to, any laws applicable to Seller, the Assets or the
Business.


 




    	 	 	 



     


    

 


3.6
No Intent. Seller is not entering into this Agreement with the intent to hinder, delay, or defraud any person to
which any Seller is, or may become, indebted. The Purchase Price is not less than the reasonably equivalent value of the Assets.


 


3.7
Licenses and Permits. All licenses held by RxPA are listed in Section 3.7 of the Disclosure Schedule and there currently
are no criminal, administrative, disciplinary proceedings, or other suits or proceedings pending or threatened against RxPA nor
does Seller have any knowledge of any such proceedings.


 


3.8
No Other Agreements. Neither Seller nor any Representatives (as defined in Section 13.1) of Seller have entered
into any other agreements or arrangements with respect to the sale or other disposition of the Assets (except for non-binding
letters of intent or similar such instruments that would in no way affect the transferability of the Assets pursuant to this Agreement)
other than with respect to sales of assets in the ordinary course of business consistent with past practice.


 


4.
Representations and Warranties of Buyer.
Buyer represents and warrants to Seller as follows, the truth and accuracy of each of which shall constitute a condition precedent
to the obligations of Seller:


 


4.1
Organization. Buyer is a corporation, duly formed, validly existing, and in good standing under the laws of the
State of Delaware.


 


4.2
Authority. Buyer has full power and authority to execute and deliver this Agreement and consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby
have been duly and validly authorized by the board of directors of Buyer and no other corporate or other proceedings on the part
of Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been
duly and validly executed and delivered by Buyer, and, assuming that this Agreement constitutes a valid and binding agreement
of Seller, constitutes the legal, valid, and binding agreement and obligation of Buyer, enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy laws, laws affecting creditors’ rights generally, and equitable
principles. No relationship of Buyer or contract, order, or any other agreement to which Buyer is a party prohibits or limits
the transactions contemplated by this Agreement. Other than for compliance with the provisions of applicable statutes and regulations,
Buyer is not required to provide any notice to, make any filing with, or obtain the authorization, consent or approval of, any
domestic or foreign governmental authority in order to consummate the transactions contemplated by this Agreement.


 


4.3
No Violation to Result. The execution, delivery and performance by Buyer of this Agreement and the other documents
contemplated hereby and the consummation by Buyer of the transactions contemplated hereby and thereby and the fulfillment by Buyer
of the terms hereof and thereof, do not and will not (i) violate, breach or constitute a default under the organizational documents
of Buyer, any contract of Buyer, or any law applicable to Buyer or (ii) give any governmental authority or any other person the
right to prohibit any of the transactions contemplated by this Agreement. No notice to, filing with, or consent of, any person
is necessary in connection with the authorization, approval, execution, delivery or performance by Buyer of this Agreement and
the other documents contemplated hereby or the consummation by Buyer of the transactions contemplated hereby or thereby.


 




    	 	 	 



     


    

 


5.
Buyer Covenants.


 


5.1
Buyer Filing of Change of Ownership Paperwork. After the Closing Date, Buyer will cause to be timely filed all notices
and applications necessary for Buyer to acquire or, to the extent permissible under applicable law, transfer to Buyer any permits
or contracts held by RxPA in connection with the operation of the pharmacy and shall change the name of the pharmacy with the
Pennsylvania Board of Pharmacy and all other non-resident Boards of Pharmacy RxPA hold licenses with. In addition, Buyer shall
notify all other necessary third parties of the change in name and ownership including, where applicable, all insurance providers
and pharmacy benefit managers (“PBM”). Following the Closing Date, Buyer shall not use the name ImprimisRx PA, Inc.,
ImprimisRx, Imprimis or any other trademark or tradename currently owned by, used by or associated with Seller.


 


5.2
Buyer Response to PBM and Other Audits. After the Closing Date and for a period of six (6) months, Buyer shall timely
respond to any PBM or similar audits with respect to RxPA that are received by Buyer, and shall promptly give written notice to
Seller of any such audits.


 


5.3
Maintenance of Pharmacy Records. After the Closing Date and receipt from Seller of all prescription files and records
relating to RxPA (the “Pharmacy Records”), Buyer, at Buyer’s expense, will transfer the Pharmacy Records to
Buyer’s central repository of records. Buyer agrees to preserve all Pharmacy Records, to respond to any inquires received
with reference thereto, to provide Seller with reasonable access thereto and permit Seller to make copies thereof during normal
business hours for a period of seven (7) years following the Closing Date.


 


5.4
Employer Identification Number (EIN); Provider Numbers; License Applications. 


 


5.4.1
From and after the Closing Date, for income tax reporting purposes all activities with respect to RxPA shall be reportable under
Buyer’s EIN, and Buyer will have no responsibility for filing tax returns under the Seller’ EINs for RxPA nor for
any tax, interest, penalty or other assessment arising therefrom.


 


5.4.2
Within fifteen (15) days after Closing, Buyer will submit all change of ownership notices, applications, fees, and other documentation
necessary to obtain any required licenses from the Pennsylvania Board of Pharmacy and other Boards of Pharmacy with respect to
Buyer’s ownership of RxPA (the “RxPA Licensure”).


 


5.4.3
Buyer will obtain new NPI and NCPDP numbers to be used in connection with Buyer’s pharmacy and shall activate such new NPI
and NCPDP numbers within fifteen (15) days after Buyers receipt of RxPA Licensure.


 




    	 	 	 



     


    

 


5.4.4
Within ninety (90) days after Closing, Buyer will submit (i) all change of ownership notices, applications, fees, and other documentation
necessary to obtain required licenses in any jurisdiction other than Pennsylvania with respect to Buyer’s ownership of RxPA
(“Other Licensure”); and (ii) all change of ownership and other documentation necessary in connection with all PBM
and payer contracts (together with Other Licensure, collectively “Required Approvals”).


 


5.5
Actions Under Power of Attorney. All powers granted to Buyer pursuant to the power of attorney (as outlined herein)
delivered to Buyer pursuant to Section 8.2.4(d) of this Agreement shall expire upon the earliest to occur of (i) Buyer’s
receipt of all Required Approvals; and (ii) ninety (90) days after Closing (the “POA Term”); provided, however,
that the POA Term may be extended for one or more additional sixty (60) day periods with the written consent of Seller. Upon expiration
of the POA Term, Buyer (i) shall not exercise any powers granted to Buyer pursuant to such power of attorney; and (ii) shall either
deliver the original of such power of attorney to Seller or provide written confirmation to Seller that the original of such power
of attorney has been destroyed.


 


5.6
Security Agreement. To secure all of Buyer’s liabilities to Seller
and its affiliates pursuant to this Agreement, including the Purchase Price and Balance Cash Payments or otherwise (collectively,
the “Obligations”), Buyer grants to Seller a security interest in all Assets (to the extent allowed by applicable
law) and a lien upon and security interest in all its personal property and any and all additions, substitutions, and proceeds
thereto or thereof, wherever located and now owned or hereafter acquired or arising, relating to the Assets (collectively, the
“Collateral”). All capitalized terms used herein and not defined have the meaning set forth in the Uniform Commercial
Code as in effect in any jurisdiction in which any of the Collateral may at the time be located (the “UCC”). Seller
reserves the right, in its sole discretion, and Buyer authorizes Seller, upon such election, to file a UCC financing statement
describing the Collateral as “all assets.” Buyer also ratifies its authorization for Seller to have filed, in its
sole discretion, any UCC financing statement or amendment thereto describing the Collateral as “all assets” in effect
in any jurisdiction if filed prior to the date hereof. Upon full and final payment by Buyer to Seller of the Balance Cash Payment,
Seller will, within five (5) calendar days of receipt of such full and final payment, file at Seller’s expense such document(s)
as are necessary to terminate any such UCC financing statement(s). Buyer will cooperate with Seller or any successor secured party
in obtaining control with respect to the Collateral. Buyer hereby grants to Seller an irrevocable power of attorney coupled with
an interest for the purpose of exercising and perfecting any and all rights and remedies available to Seller at law and in equity,
including such rights and remedies available to Seller pursuant to this Agreement. Seller may at any time enforce its rights against
Buyer.


 


6.
Transfer Provisions.


 


6.1
Purchased Assets. In the event that, at any time or from time to time following the Closing, any party identifies
any asset that is included within the definition of “Assets” that was not transferred as of Closing, then Seller shall
promptly transfer, or cause to be transferred, such asset to Buyer for no additional consideration. Prior to any such transfer,
Seller shall hold such asset in trust for Buyer.


 




    	 	 	 



     


    

 


6.2
Interim Medication and Devices Inventory and Reconciliation. On the Closing Date, Seller shall deliver to Buyer
an inventory of all Assets on hand at the RxPA Premises and RxCA Premises as of the Closing Date (“Closing Inventory”)
as outlined in Exhibit C.


 


6.3
Limited Power of Attorney. Effective upon the Closing, the Seller hereby irrevocably appoint Buyer and its successors,
agents and assigns as its true and lawful attorney, in its name, place and stead, with power of substitution, to take any action
and to execute any instrument which Buyer may deem necessary or advisable for the purposes of: (i) demanding and receiving any
and all Assets not held by Seller and to make endorsements and give receipts and releases for and in respect of the same; (ii)
to institute, prosecute, defend, compromise, or settle any and all proceedings with respect to the Assets and the Lease; (iii)
to receive and open all mail, packages and other communications addressed to RxPA relating to the Business; and (iv) conveying
to Buyer the right to use, among other required numbers, but not limited to, RxPA’s state licenses, Board of Pharmacy registrations,
DEA registrations, Medicaid Provider Numbers, Medicare Provider Numbers, and NCPDP and NPI numbers.


 


7.
Survival of Representations and Warranties.
Except for the representations and warranties of Seller set forth in Sections 3.1, 3.2, and 3.4 and the representations and warranties
of Buyer set forth in Section 4.1 and 4.2, which warranties shall survive indefinitely, all representations and warranties made
under this Agreement will survive the Closing for a period of one (1) year.


 


8.
Conditions to Closing.


 


8.1
Closing. The transactions contemplated by this Agreement shall close by electronic exchange of documents (the “Closing”)
as soon as practicable after the date on which the document deliveries and actions referenced in this Section 8 are completed,
in no case later than July 17, 2017 (the “Closing Date”).


 


8.2
Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated under
this Agreement and the other Transaction Agreements are subject to the fulfillment and satisfaction, prior to or at the time of
the Closing, of each of the following conditions precedent (the “Buyer Conditions”), any one or more of which may
be waived, in part or in full, by Buyer in writing:


 


8.2.1
The representations and warranties of contained in this Agreement (and in any other Transaction Agreement delivered by any Seller
pursuant hereto) shall be true, correct, and complete in all material respects on and as of the Closing.


 


8.2.2
All of the terms, covenants, agreements and obligations of this Agreement to be complied with, performed, or satisfied by any
Seller on or before the Closing Date shall have been duly complied with, performed, or satisfied in all material respects on or
before such date.


 


8.2.3
Any lenders to Seller who are required to approve or consent to the sale of the Assets to Buyer pursuant to this Agreement shall
have delivered an approval or consent, including assurance that Buyer will not be liable for any claims such lenders may have
against Seller or the Assets.


 




    	 	 	 



     


    

 


8.2.4
On or prior to the Closing, Seller shall have delivered or made available to Buyer the following:


 


(a)
the Pharmacy Records.


 


(b)
a Bill of Sale duly executed by in the form attached hereto as Exhibit A;


 


(c)
an unconditional consent to assignment of the Lease to Buyer from the landlord set forth in the Lease;


 


(d)
a Power of Attorney duly executed by RxPA in the form attached hereto as Exhibit B;


 


(e)
duly executed counterparts to this Agreement and all other Transaction Agreements to which is a party; and


 


(f)
such other bills of sale, assignments, certificates of title and other documents of transfer as may be reasonably requested by
Buyer in order to convey to Buyer good and marketable title to all of the Assets, free and clear of all Encumbrances other than
Permitted Encumbrances, and in order to carry out the intentions and purposes of this Agreement and the other Transaction Agreements
and the transactions contemplated hereby and thereby.


 


8.2.5
Buyer shall have secured to Buyer’s reasonable satisfaction such assurance(s) and agreement(s) for as sought by Buyer with
the current licensed pharmacist in charge (“PIC”) employed at Seller’s existing location at or about Unit E,
780 Primos Avenue, Folcroft Borough, Pennsylvania for said PIC’s employment with Buyer following the Closing; provided,
however, Buyer shall offer PIC, within five (5) business days of the execution of this Agreement and made effective upon Closing,
a compensation package (including salary and benefits).


 


8.3
Conditions to Seller’s Obligations. The obligations of the Seller to consummate the transactions contemplated
under this Agreement and the Transaction Agreements are subject to the fulfillment and satisfaction, prior to or at the time of
the Closing, of each of the following conditions precedent, any one or more of which may be waived, in part or in full, by the
Company in writing:


 


8.3.1
The representations and warranties of Buyer contained in this Agreement (and in any other Transaction Agreement delivered by Buyer
pursuant hereto) shall be true, correct and complete in all material respects on and as of the Closing.


 


8.3.2
All of the terms, covenants, agreements and obligations of this Agreement to be complied with, performed or satisfied by Buyer
on or before the Closing Date shall have been duly complied with, performed or satisfied in all material respects on or before
such date.


 




    	 	 	 



     


    

 


8.3.3
Buyers shall have delivered to Seller, directly or through an intermediary, to Company:


 


(a)
the Initial Cash Payment, the Lease Deposit Reimbursement, and, if any, the Apportioned Obligations Reimbursement (as defined
in Section 13.5);


 


(b)
any document or instrument reasonably requested by Seller to evidence Buyer’s assumption of all obligations under the Lease;


 


(c)
duly executed counterparts to this Agreement and all other Transaction Agreements to which such Buyer is a party; and


 


(d)
such other bills of sale, assignments, certificates of title and other documents of transfer as may be reasonably requested by
Seller in order to convey to Buyer good and marketable title to all of the Assets and in order to carry out the intentions and
purposes of this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby all as duly
executed by Buyer.


 


9.
Liability and Indemnification.


 


9.1
Each of Buyer, on one hand, and Seller, jointly and severally, but in each case subject to Section 9.5 of this Agreement, on the
other hand, hereby covenant and agree to indemnify, defend, protect and hold harmless the other party and such party’s affiliated
parties, agents, successors, and assigns from, against and in respect of all Damages (defined below) suffered, sustained, incurred
or paid by the other party, in each case in connection with, resulting from or arising out of (whether or not involved in a third
party claim): (i) the breach of any representation or warranty made by such party; (ii) the breach of any covenant or agreement
on the part of such party; and (iii) enforcing the indemnification rights of the Indemnified Party (as defined below).


 


9.2
Subject to Section 9.5 of this Agreement, Buyer shall indemnify, defend, protect and hold harmless Seller and Seller’s respective
agents, successors, and assigns, from and against any and all Damages arising, resulting from, or relating to the ownership of
the Assets and the operation of the Business, in each instance arising after the Closing Date.


 


9.3
Seller, subject to Section 9.5 of this Agreement, shall indemnify, defend, protect and hold harmless Buyer, and Buyer’s
agents, successors, and assigns, from and against any and all Damages arising, resulting from or relating to the ownership of
the Assets and operation of the Business, in each instance arising on or prior to the Closing Date.


 


9.4
In the event any claim for indemnification hereunder arises, including, without limitation, on account of a claim or action made
or instituted by a third party, the party to this Agreement seeking indemnification (the “Indemnified Party”) hereunder
shall notify in writing the party hereto from which it seeks indemnification (the “Indemnifying Party”) as soon as
reasonably practicable, but in no event later than fifteen (15) days, after the Indemnified Party has actual knowledge of any
claim that it has under this Section 9.


 




    	 	 	 



     


    

 


9.5
Notwithstanding any provisions of this Agreement to the contrary, each party expressly agrees that (i) in no event shall any indemnifying
party’s aggregate liability for any Damages payable to the indemnified parties pursuant to the indemnification provisions
of this Section 9 exceed an amount equal to Purchase Price; (ii) in the absence of fraud, gross negligence, or intentional misconduct
(a) recourse for any Damages payable to the indemnified parties pursuant to the indemnification provisions of this Section 9 shall
be limited to assets then held by the applicable indemnifying party; and (b) no party shall seek to recover Damages from any employee,
officer, director, manager, stockholder, member, any affiliate (or any employee, officer, director, manager, stockholder, or member
of any affiliate) of the indemnifying party.


 


10.
Seller’s Accounts Receivable.
All accounts receivable of RxPA, including third-party receivables, which accrue prior to the Closing Date shall remain the property
of Seller. For a period of ninety (90) days from and after the Closing Date, Buyer agrees to accept payment of accounts receivable
for and on behalf of Seller, and shall make an accounting of and transmit such collected receivables to the Company on Friday
of each week, whether received during such 90-day period or thereafter (“A/R Payments”). On the 91st day
after the Closing Date, Buyer shall return all records of A/R Payments to the Company. A/R Payments received, unless otherwise
specified by any payer, shall be allocated on a first in first out basis. Notwithstanding any of the above, Buyer shall have no
duty actively to attempt to collect such receivables, but will cooperate with Seller in such collection.


 


11.
Publicity and Disclosure.


 


11.1
Buyer and the Company shall mutually determine the form and substance of any press release, publicity or other public communication
related to this Agreement or the transactions contemplated hereby. Each party shall use commercially reasonable efforts to provide
the other with the opportunity to comment on the initial press release announcing this Agreement and the transactions contemplated
hereby prior to its release. No party shall make any disclosure of this Agreement or the existence, terms and conditions hereof
(whether or not in response to an inquiry about the existence or subject matter of this Agreement), unless previously approved
by Buyer and the Company. Notwithstanding the foregoing, nothing contained herein shall prohibit any party from making any disclosure
which the party in good faith believes is required by, or advisable according to, applicable laws, regulations or stock market
rules.


 


11.2
Buyer hereby agree that each shall hold, and shall use its commercially reasonable efforts to cause its Representatives to hold,
in strict confidence from any Person (other than such Representatives), and shall not (and shall use commercially reasonable efforts
to cause its Representatives not to) disclose, transfer, transmit or use, any and all Buyer Confidential Information (defined
below), except to the extent: (i) compelled to disclosure by judicial or administrative process or by other requirements of law
upon the advice of counsel and following prompt notice to Buyer of any related proceeding thereby allowing Buyer reasonable opportunity
to seek an appropriate protective order or other assurance that Buyer Confidential Information shall be afforded confidential
treatment, (ii) previously known by the Person receiving such Buyer Confidential Information or (iii) in the public domain through
no fault of the receiving person. After the Closing, shall, and shall use commercially reasonable efforts to cause their Representatives
to, at the request and option of Buyer, deliver all tangible embodiments (and all copies) of Buyer Confidential Information that
are in such party’s possession or under such party’s control.


 




    	 	 	 



     


    

 


12.
Non-Competition.


 


12.1
Covenant Not to Compete. For the period commencing with the Closing and ending on the second anniversary of the
Closing, each of Seller and their respective directors, officers, managers, affiliates, agents, successors and assigns (except,
in each instance, for any stockholder of the Company or any directors, officers, managers, affiliates (other than the Subsidiaries),
agents, successors, and assigns of any stockholder of the Company), shall not, for any reason whatsoever, directly or indirectly,
for themselves, as a principal, or for another’s account, on behalf of or in conjunction with any other person or through
any form of ownership in any person, anywhere in the continental United States:


 


12.1.1
engage in participate, sponsor, organize, encourage, lend to, or invest in any activity competitive with any aspect of the Business,;


 


12.1.2
cause, induce, solicit or encourage any contractor, vendor, service provider, strategic partner or actual or prospective customer
of the Business (the “Covered Persons”) to terminate such status or advise any person against entering into such status;


 


12.1.3
otherwise intentionally disrupt or interfere with, or attempt to disrupt or interfere with, the relations of Buyer with any Covered
Person as such relations relate to the Assets or Business; or


 


12.1.4
disparage or make any false or inaccurate statements (whether in oral, written, electronic or other form) to any media source,
industry member, company, or group, financial institution or Covered Person regarding Buyer as they relate to the Assets or Business;


 


provided,
that the foregoing shall not prohibit any such persons from, collectively, owning as a passive investment ten percent (10%) or
less of the equity of any publicly-traded or privately held entity. For purposes of the foregoing, a person who is not a customer
of the Business shall be considered a “prospective customer” if any Subsidiaries made a presentation or written proposal
to such person during the twenty-four (24) month period preceding the date hereof or was preparing to make such a presentation
or proposal on the date hereof.


 


13.
General Provisions.


 


13.1
Certain Definitions.


 


13.1.1
“Assets” means all of Seller’s respective right, title and, interest in and to all assets properties, interests,
and other rights of Seller directly related to the Business other than Excluded Assets, including without limitation: (i) all
intellectual property rights directly relating to the Business (including, without limitation, all patent rights, trademarks,
copyrights, inventions, trade secrets, and other intellectual property and proprietary rights owned by Seller relating to the
Business) of Seller and all rights thereunder or in respect thereof; (ii) all training materials, presentation materials, and
sales or promotional materials of each Seller relating to the Business; (iii) all tangible and intangible assets relating to the
Business, including the Closing Inventory and all other inventory, equipment, and fixed assets; (iv) copies of all Pharmacy Records,
customer lists, books, files, papers, ledgers, correspondence, databases, information systems, programs, materials, documents
and records of each Seller relating to the Business as physically maintained or maintained on any other medium; (v) to the extent
transferable, all permits of RxPA; and (vi) all claims, causes of action, rights to tender claims, or other rights against any
person related to the Assets, including, without limitation, those assets set forth on the asset schedule, dated as of the Effective
Date, delivered by Buyer to Seller, but excluding, in all instances, the Excluded Assets.


 




    	 	 	 



     


    

 


13.1.2
“Business” means and is specifically limited to the Seller’s topical sinusitis line of business.


 


13.1.3
“Buyer Confidential Information” means all: (i) documents and information concerning Buyer or any of its respective
Representatives furnished in connection with this Agreement, any of the other Transaction Agreements or the transactions contemplated
hereby or thereby (including, without limitation, any claim or dispute arising out of or related to this Agreement or the transactions
contemplated hereby, or the interpretation, making, performance, breach or termination thereof); and (ii) all information concerning
the Agreement, the Business and the Assets that is not generally available to the public and including, without limitation, any
information provided or made available to the Company following the Closing pursuant to the Agreement.


 


13.1.4
“Company Confidential Information” means all documents and information concerning Seller or any of their respective
Representatives or affiliates furnished in connection with this Agreement or the transactions contemplated hereby; provided,
however, that Company Confidential Information shall not include the Assets.


 


13.1.5
“Damages” means all liabilities, losses, claims, damages, causes of actions, lawsuits, administrative proceedings
(including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies,
penalties, fines, taxes, and costs and expenses (including, without limitation, reasonable and documented attorneys’ fees).


 


13.1.6
“Encumbrance” means any claim, lien, pledge, assignment, option, charge, easement, license, restraint, security interest,
right-of-way, encumbrance, mortgage or other right or obligation (including, without limitation, with respect to any securities,
any preemptive right, right of first refusal, put, call or other restriction on transfer, and, with respect to intellectual property
rights, any license, covenant, release or immunity), other than encumbrances created by or through Buyer.


 


13.1.7
“Excluded Assets” means, with respect to each Seller, any cash on hand, cash in banks, accounts receivable, any contracts
and contract rights with respect to all contracts, anticipated or actual tax refunds, any and all refunds payable to Seller, and
rights under insurance policies, including any refunds of prepaid insurance or refunds upon termination.


 


13.1.8
“Permitted Encumbrance” means (a) liens imposed by law for taxes that are not yet due; (b) carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s and other like liens imposed by law, securing obligations that are not
overdue; (c) rights reserved to or vested in any governmental authority to control or regulate, or obligations or duties to any
governmental authority with respect to, any right, power, franchise, grant, license, permit or use of any property; and (d) any
extension, renewal or replacement of the foregoing.


 




    	 	 	 



     


    

 


13.1.9
“Representatives”, with respect to any person (which shall include any person, limited liability company, partnership,
trust, unincorporated organization, corporation, association, joint stock company, business, governmental authority or other entity),
means the directors, officers, employees, consultants, agents or other representatives thereof (including legal counsel, accountants,
financial advisors, investment bankers and brokers).


 


13.1.10
“Transaction Agreements” means this Agreement, the Bill of Sale delivered pursuant to Section 8.2.4(b) and any other
documents or instruments delivered pursuant to Section 8.2.4(f).


 


13.2
Further Assurances. After the Closing Date, Seller shall execute and deliver all such further instruments, documents,
deeds, bills of sale, assignments and assurances and shall take and perform all other acts which the other may reasonably request
in order to further effect or perfect the sale and transfer of the Assets to Buyer as contemplated in this Agreement. Following
the Closing: (i) Buyer shall promptly deliver to the Company any mail or other communications received by Buyer relating to the
Excluded Assets or the Excluded Liabilities; (ii) each Seller, as applicable, shall promptly forward to Buyer any payments received
by such Seller on account of any Purchased Assets; and (iii) each Seller shall promptly deliver to Buyer any mail or other communications
received by such Seller relating to the Assets or the Lease.


 


13.3
Termination. This Agreement may be terminated be terminated and abandoned at any time prior to the Closing Date
by (i) mutual written agreement of Seller and Buyer, (ii) by written notice from Seller to Buyer or Buyer to Seller if the Closing
shall not have occurred on or before August 30, 2017; provided, however, that the party seeking to terminate this Agreement
shall not seek to terminate because of its breach or violation of any representation, warranty, or covenant contained herein having
caused or resulted in a failure of the Closing to occur by such date, (iii) by Seller’s written notice to Buyer in the event
of a material breach by Buyer, provided, Seller are not then in material breach of any of the provisions of this Agreement, (iv)
by Buyer’s written notice to Seller in the event of a material breach by any Seller, provided Buyer is not then in material
breach of any of the provisions of this Agreement, or (v) by the Buyer if a third party initiates a claim or proceeding which
has or is reasonably likely to have a material adverse effect on the Assets or the Business.


 


13.4
Time. Time is of the essence to the performance of the parties under this Agreement.


 


13.5
Sales Tax; Property Taxes.


 


13.5.1
Buyer and Company shall each pay one-half of all sales and use taxes arising out of transfer of the Assets, if any.


 


13.5.2
Liability for all personal property taxes and any real property taxes payable in connection with the Lease, and similar ad valorem
obligations levied with respect to the Assets or the Lease for a taxable period that includes (but does not end on) the Closing
Date (the “Apportioned Obligations”) shall be apportioned between Seller and Buyer based on the number of days of
such taxable period included in the period ending on the Closing Date (the “Pre-Closing Tax Period”) and the number
of days of such taxable period included in the period after the Pre-Closing Tax Period (the “Post-Closing Tax Period”).
Seller shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to the Pre-Closing Tax
Period and Buyer shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to the Post-Closing
Tax Period. At the Closing, the amount of any unpaid Apportioned Obligations payable by Seller with respect to the Pre-Closing
Period, if any, shall be set off against the Purchase Price payable by Buyer and if any portion of the Apportioned Obligations
payable with respect to the Post-Closing Period were paid by Seller, Buyer shall reimburse Seller for such amount (the “Apportioned
Obligations Reimbursement”).


 




    	 	 	 



     


    

 


13.6
License and Permit Transfer; Fees and Costs. Buyer will be responsible for any and all fees and costs associated
with the assumption or transfer to Buyer, or any company owned by Buyer, of any licenses or permits held by RxPA. Seller shall
provide reasonable cooperation and support to Buyer in the transfer of any licenses or permits held by RxPA into Buyer’s
name; provided, however, such additional cooperation and support shall not exceed a total of ten (10) hours.


 


13.7
Transfer/Shipping/Delivery Fees and Costs. Any and all shipping costs related to the delivery of the Assets to be
acquired from RxPA Premises and RxCA Premises shall be at Buyer’s sole cost and expense and Buyer shall remove all such
Assets from any premises of Seller on or before July 31, 2017.


 


13.8
Notices. All notices, statements or demands shall be in writing and shall be served in person, by facsimile, by
e-mail, by express mail, by certified mail or by private overnight delivery. Service shall be deemed conclusively made: (i) at
the time of service, if personally served; (ii) at the time of receipt, if served by facsimile or e-mail; (iii) twenty four (24)
hours after deposit in the United States mail, properly addressed and postage prepaid, if served by express mail; (iv) five (5)
days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified
mail; and (v) twenty four (24) hours after delivery by the party giving the notice, statement or demand to the private overnight
deliverer, if served by private overnight delivery.


 


	Notices
    to Seller shall be given to:	 	Imprimis
    Pharmaceuticals	 
	 	 	Attn:	 
	 	 	12264
    El Camino Real, Suite 350	 
	 	 	San
    Diego, CA 92130	 
	 	 	Phone:	 
	 	 	Fax:	 
	 	 	E-mail:	 
	 	 	 	 
	Notices
    to Buyer shall be given to:	 	Creative
    Pharmacy Solutions Central, LLC	 
	 	 	Attn:	 
	 	 	2535
    Johns Place	 
	 	 	Jamestown,
    NY 14738	 
	 	 	Phone:	 
	 	 	Fax:	 
	 	 	E-mail:	 
	 	 	 	 
	With
    a copy to:	 	Lundberg
    Price P.C.	 
	 	 	Attn:	 
	 	 	202
    West Fourth Street	 
	 	 	Jamestown,
    NY 14701	 
	 	 	Phone:	 
	 	 	Fax:	 
	 	 	E-mail:	 


 




    	 	 	 



     


    

 


Either
party may, by virtue of written notice in compliance with this paragraph, alter or change the address or the identity of the person
to whom any notice, or copy thereof, is to be sent.


 


13.9
Waivers. A waiver by any party of any of the terms and conditions of this Agreement in any one instance shall not
be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof, nor shall
it be deemed a waiver of performance of any other obligation hereunder.


 


13.10
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the successors and assignees of
the parties.


 


13.11
Headings. The subject headings of the paragraphs and subparagraphs of this Agreement are for convenience only and
shall not in any way affect the construction or interpretation of any provision of this Agreement.


 


13.12
Entire Agreement. This Agreement contains the entire understanding of the parties hereto relating to the subject
matter hereof and supersedes all prior and collateral agreements, understandings, statements and negotiations of the parties.
Each party acknowledges that no representations, inducements promises, or agreements, oral or written, with reference to the subject
matter hereof have been made other than as expressly set forth herein.


 


13.13
Severability. If any provision of this Agreement, as applied to any party or to any circumstance, shall be found
by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall in no way affect any other provision
of this Agreement, the application of any such provision in any other circumstance, or the validity or enforceability of this
Agreement.


 


13.14
Governing Law/Interpretation. This Agreement shall be governed by, construed in accordance with and enforced under
the internal laws of the State of Delaware. Words used herein, regardless of the number and gender specifically used, shall be
deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as
the context requires.


 






    	 	 	 



    	 



    




 


13.15
Disputes. In the event a dispute should arise between the Sellers, on the one hand, and Buyer, on the other, whether
based on contract, tort, statute, or other legal theory, arising out of this Agreement, such dispute shall be resolved by binding
arbitration to take place in the State of California.


 


13.16
Assignment. The respective rights and obligations of the parties to this Agreement may not be assigned by any party
without the prior written consent of the other, which consent may not be unreasonably withheld or delayed.


 


13.17
Successors and Assigns. The terms and provisions of this Agreement shall be binding on and inure to the benefit
of the successors and assigns of the parties.


 


13.18
Modification and Waiver. This Agreement may not be amended, modified, or supplemented except by written agreement
signed by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute,
a waiver of any other provision.


 


13.19
Counterparts. This Agreement may be executed in two or more counterparts, which when taken together, whether or
not including any transmitted by email or facsimile, shall constitute a single, signed, final, original edition of this Agreement.


 




    	 	 	 



     


    

 


SIGNATURE
PAGE


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.


 


	SELLERS:	 	BUYER:
	 	 	 
	Imprimis
    Pharmaceuticals, Inc.	 	Creative
    Pharmacy Solutions Central, LLC  
	a
    Delaware corporation 	 	a
    Delaware limited liability company
	 	 	 	 	 
	By:	/s/
    Mark L. Baum	 	By:	/s/
    Richard Moon
		Mark
    L. Baum	 		Richard
    Moon
	Its:	Chief
    Executive Officer	 	Its:	President


 


	ImprimisRx
    CA, Inc.	 	 
	a
    California corporation	 	 
	 	 	 
	By:	/s/
    Mark L. Baum	 	 
		Mark
    L. Baum	 	 
	Its:	Chief
    Executive Officer	 	 


 


	ImprimisRx
    PA, Inc.	 	 
	a
    Delaware corporation	 	 
	 	 	 
	By:	/s/
    Mark L. Baum	 	 
		Mark
    L. Baum	 	 
	Its:	Chief
    Executive Officer