Exhibit 10.29


 


Cardinal Health 110, LLC,


 


Cardinal Health 411, Inc.


 


and


 


Fred’s Stores of Tennessee,
Inc.


 


Prime Vendor Agreement 


 


(Execution Copy)


August 1, 2014





 




    	 



    	 



    

 


 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 Fred’s Stores of Tennessee, Inc. (“Buyer”) who hereby agree as follows: 


  


1.           Designation
as Primary Wholesaler.Buyer will designate Cardinal Health as its primary wholesale supplier of pharmaceutical products
(“Rx Products”) to all the pharmacy locations owned, managed or operated by Buyer during the term of this Agreement
(collectively, the “Pharmacies” and individually, a “Pharmacy”). 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, which approval will not unreasonably be withheld.


 


2.           Purchase
Requirement and Usage. 


 


2.1.          Purchase
Requirement. Throughout the term of this Agreement, Buyer will purchase from Cardinal Health under this Agreement at least
[***] of the branded Rx Products required for each Pharmacy if they are carried by Cardinal Health. During the first Contract
Year (as defined below) this Agreement is in effect, the Buyer will purchase from Cardinal Health under this Agreement at least
[***] of the generic Rx Products required for each Pharmacy through the Cardinal Health Generic Source generic Rx Product program
(the “Generic Source Program”) if they are carried by Cardinal Health. During each Contract Year, or portion
thereof, this Agreement remains in effect thereafter, the Buyer will purchase from Cardinal Health under this Agreement at least
[***] of the generic Rx Products required for each Pharmacy through the Generic Source Program 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.
The minimum Rx Product purchase requirements set forth in this Section are sometimes referred to herein as the “Primary
Requirements.” As used in this Agreement, the phrase “Contract Year” shall mean each consecutive
twelve month period commencing on October 1 of a given calendar year and ending on September 30 of the immediately following calendar
year that the Agreement remains in effect.


 


2.2.          Usage.
In order to facilitate Cardinal Health’s inventory management requirements, for any currently owned and operated Pharmacies,
Buyer will provide six (6) months’ usage figures (including NDC numbers) for all items for each Pharmacy in compatible electronic
format at least forty five (45) days prior to participation under this Agreement by that Pharmacy. For any Pharmacy acquired by
the Buyer after the Effective Date of this Agreement, Buyer agrees to provide six (6) months’ usage figures (including NDC
Numbers) for all items, unless such data doesn’t exist, with as much notice as reasonably possible, however, in no event
will failure to provide such data excuse Cardinal Health from timely supplying Rx Products to a Pharmacy. In addition, Buyer will
provide usage information related to new and/or replacement items on an ongoing basis, as necessary.


 


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


 







    	1



    	 



    

  


3.           Purchase
Price. 


 


3.1.          In
General. Except as otherwise set forth in this Agreement, Buyer will pay a purchase price for all branded Rx Products purchased
under this Agreement in an amount equal to Cardinal Health’s Cost for such Merchandise, plus/minus 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(“Cost Plus Pricing”). For purposes of this Agreement, (a) 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; and (b) 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, service charges, or other similar items, on an annual, quarterly, or monthly basis, as applicable. 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.


 


3.2.          Exceptions
to Cost Plus Pricing. Notwithstanding the foregoing, the purchase price for certain Merchandise as defined below and referred
to herein as “Specially Priced Merchandise” will not be based upon Cardinal Health’s Cost-plus pricing
described above. The Specially Priced Merchandise shall include only the following:


 


	Category	 	Cost Formula
	Multisource 
Pharmaceuticals	 	[***]
	OTC/HBA Products	 	[***]
	Drop Shipped Products	 	[***]
	Designated Specialty Products 
(as defined in
    the Pricing Matrix)	 	[***]
	Indirect Manufacturer Contracted Products	 	[***]
	Cardinal Health Private Label Products	 	[***]
	Home Healthcare /durable medical equipment Products	 	[***]
	Medical / Surgical Supplies	 	[***]
	Diabetic Supply Products	 	[***]
	Pharmacy Supply Products	 	[***]
	All Other Non-Pharmaceutical Product Categories	 	[***]
	Merchandise Acquired from Vendors Not Offering Customary
    Cash Discount or Other Standard Terms	 	[***]



 


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 that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment.


 




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4.           Payment
Terms. 


 


4.1.          Standard
Payment Terms. Buyer’s initial payment terms shall be [***] payment terms ([***]) as follows: the Buyer will cause Cardinal
Health to receive payment in full of the amount due for all Merchandise delivered and services provided and properly invoiced
in the normal course of business during a given week (i.e., Monday through Friday) by [***].


 


4.2.          Payment
Terms for Purchases Made from [***]. Regardless of the Buyer’s then current standard payment terms under this Agreement,
and except as set forth in Section 4.6 below, the Buyer’s payment terms for purchases made under this Agreement from [***]
through [***] of each Contract Year this Agreement is in effect shall be as follows: the Buyer will cause Cardinal Health to receive
payment in full of the amount due for all Merchandise delivered and services rendered and properly invoiced in the normal course
of business from [***]through [***]of a given calendar year by [***]of the same calendar year.


 


4.3.          In
General. 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. Until Merchandise is paid for in full, Cardinal Health retains,
and the Buyer hereby grants Cardinal Health, a security interest in the Merchandise. 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.


 


4.4.          Late
Payments. Cardinal Health may, at its election, either reduce payment terms to a shorter number of days or place the Buyer
on C.O.D status under the following circumstances: (i) if Cardinal Health has not received payment in full when due of undisputed
amounts for Merchandise delivered or services provided to the Buyer, or (ii) there is a material adverse change in the financial
condition of the Buyer. In either instance, the situation would be immediately elevated to an executive team from both the Buyer
and Cardinal Health in an effort to rectify the situation and restore the Buyer’s then current payment terms. In the event
of such elevation, if the parties are unable to reach a mutually acceptable resolution and any undisputed amounts remain unpaid
for more than ten (10) calendar days after the due date, Cardinal Health reserves the right to refuse orders from the Buyer.


 


4.5.          Set-
Off. Without limiting either party’s rights under law or in equity, a party and its affiliates, parent or related entities,
collectively or individually, may exercise a right of set-off against any and all amounts due the other party. For purposes of
this Section, a party, its affiliates, parent or related entities shall be deemed to be a single creditor.


 


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


 




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4.6.          New
Pharmacy Payment Terms. Cardinal Health will allow the Buyer to order up to [***]of Merchandise as Buyer’s opening store
order for either: (a) a “New Pharmacy” (as defined below) within Cardinal Health’s existing service area or
(b) an instance in which the Buyer acquires the prescription files of a non-affiliated pharmacy location and begins servicing
those files out of an existing Buyer’s Pharmacy. The Buyer will be entitled to special payment terms for each such New Pharmacy’s
opening store order as follows: (i) [***]of the purchase price of Merchandise shipped in the New Pharmacy’s opening store
order will be paid by Buyer to Cardinal Health not later than [***]following the shipment of the opening store order; (ii) [***]of
the purchase price of Merchandise shipped in the New Pharmacy’s opening store order will be paid by Buyer to Cardinal Health
not later than [***]following the shipment of the opening store order; and (iii) [***]of the purchase price of Merchandise shipped
in the New Pharmacy’s opening store order will be paid by Buyer to Cardinal Health not later than [***]following the shipment
of the opening store order. No interest will be charged by Cardinal Health on the amount of the New Pharmacy’s opening store
order so long as payments are made at the times described above. No more than[***]opening store orders may be financed in the
manner set forth in this Section during a given calendar quarter. Any pharmacy receiving an opening order in the manner described
in this Section will be considered a “Pharmacy” under the Agreement. The Buyer’s eligibility to receive the
special payment terms for opening store orders is contingent upon and subject to: (A) the Buyer’s ongoing compliance with
the terms of the Agreement and all other agreements with Cardinal Health; and (B) Cardinal Health’s approval of the Buyer’s
advance request (not less than two weeks to the extent reasonably possible) for such special payment terms, which approval will
be based upon Cardinal Health’s analysis of the Buyer’s ongoing credit-worthiness and will be supported by such financial
and other information as Cardinal Health may reasonably request from the Buyer in considering such approval. The term “New
Pharmacy” means any new retail location owned, acquired, managed or operated by the Buyer (which will not include existing
pharmacies that are owned by the Buyer but were closed due to remodeling or relocation).


 


5.          Term.
The initial term of this Agreement shall commence on October 1, 2014, (the “Effective Date”) and shall
continue in effect thereafter through the longer of: (i) March 31, 2018, or (ii) that certain date upon which the
Buyer’s aggregate Net Purchases of generic Rx Products through the Generic Source Program equals [***].



 


6.          Termination.


 


6.1.          Breach.
Either party may affect an early termination of this Agreement upon the occurrence of a material breach 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 forty five (45) days from the date of such notice, or if the breaching party has not made reasonable
efforts to effect the cure if the breach cannot reasonably be cured within such forty five (45) day period, 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 forty five (45) day period.


 


6.2.          Termination
by Buyer. Notwithstanding any other provision in this Agreement, the Buyer may terminate this Agreement without cause following
that certain date upon which the Buyer’s aggregate Net Purchases of generic Rx Products through the Generic Source Program
equals at least [***]; provided, however, that the effective date of any such termination under this Section shall not occur before
[***]. In such an instance, the Buyer shall provide Cardinal Health with written notice of its intent to terminate at least thirty
(30) days prior to the effective date of such termination. Furthermore, once the parties believe in good faith that the Buyer’s
aggregate Net Purchases of generic Rx Products through the Generic Source Program will equal[***]prior to the potential effective
date of any termination under this Section, the Buyer and Cardinal Health shall enter into a [***]exclusive negotiation period
in good faith in an effort to negotiate a new prime vendor agreement(the “Negotiation Period”). During the
Negotiation Period, the Buyer shall not directly or indirectly solicit, initiate, encourage or entertain any proposals from, discuss
or negotiate with, provide any nonpublic information to, or consider the merits of any inquiries or proposals from any third party
seeking to become Buyer’s primary vendor of pharmaceutical products.


 


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


 




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7.          Financial
Statements. In the event that Fred’s, Inc. fails to remain a publicly traded company, the Buyer hereby acknowledges
and agrees that Buyer will provide Cardinal Health with annual audited financial statements and unaudited but reviewed quarterly
income statements and balance sheets.


 


8.           Service
Charge. Either party will pay a service charge calculated at the rate of [***]per month (or the maximum rate allowed by
law, if such rate is less than [***]per month) on any amount not paid by such party 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. Notwithstanding the foregoing, if a party’s failure to make a payment when due is caused by an event beyond
such party’s reasonable control (up to a maximum of four times in a given Contract Year), the service charge set forth in
this Section shall be paid from the second business day of delinquency until such amount is paid in full, along with reasonable
attorney fees associated with any such delinquency.


 


9.           Guaranty.



 


9.1.          Buyer
Guaranty on Purchases by Subsidiaries and Affiliates. As an inducement for Cardinal Health to supply Merchandise and provide
services to the subsidiaries and affiliates of Buyer, whether existing now or in the future (collectively, “Borrowers”),
Buyer guarantees to Cardinal Health the punctual and full payment (and not merely the ultimate collectability) of all sums now
or hereafter due from Borrowers to Cardinal Health and the reasonable cost and expense incurred by Cardinal Health in attempting
to enforce any indebtedness, liability, or obligation under this Agreement, including, without limitation, reasonable attorney’s
fees. Further, Buyer agrees to indemnify and save harmless Cardinal Health against and from any and all losses, damages, liabilities,
and claims now or at any time hereafter arising directly or indirectly out of any failure by Borrowers to promptly and fully perform
all of the obligations hereunder.


 


9.2.          Parent
Guaranty. As an inducement for Cardinal Health to supply Merchandise to the Buyer under this Agreement, Fred’s Inc.
hereby guarantees to Cardinal Health the punctual and full payment (and not merely the ultimate collectability) of all sums now
or hereafter due from the Buyer to Cardinal Health under this Agreement and the reasonable cost and expense incurred by Cardinal
Health in enforcing any indebtedness, liability, or obligation under this Agreement (including any damages due Cardinal Health
as a result of a breach of this Agreement).


 


10.         Ordering.


 


10.1.          In
General.         Unless otherwise agreed upon by the parties, 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, 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. Orders placed manually due to interruption of the electronic order entry system shall be eligible for pricing
according to the Pricing Matrix.


 


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


 




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10.2.          Orders
for Schedule II Controlled Substances. If available, Buyer may submit orders for Schedule II controlled substances via Cardinal
Health’s “Controlled Substance Ordering System” (“CSOS”). If Buyer utilizes CSOS, Schedule
II orders will be delivered with Buyer’s next scheduled delivery following Cardinal Health’s receipt of the CSOS order.
In the event that Buyer does not utilize CSOS for a given Pharmacy location, all orders for Schedule II controlled substances
for such Pharmacy shall be submitted to Cardinal Health on DEA Form 222. In such an instance, DEA Form 222 may be mailed to the
applicable Cardinal Health distribution center or given to the delivery driver, and Schedule II orders will be delivered with
Buyer’s next scheduled delivery following Cardinal Health’s receipt of the signed original DEA Form 222. Buyer acknowledges
that if Buyer gives the DEA Form 222s to the delivery driver, such forms will not be received by Cardinal Health until such time
that the delivery driver physically delivers the DEA Form 222 to the applicable Cardinal Health distribution center. Notwithstanding
any other terms of this Agreement, no Schedule II orders will be delivered other than in compliance with DEA regulations.


 


11.         Delivery.


 


11.1.          In
General. All Merchandise shall be shipped FOB destination in accordance with the general delivery schedules as are established
from time to time by the applicable Cardinal Health servicing division (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.


 


11.2.          Fuel
Surcharge. 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”).
The amount of a given Fuel Surcharge shall be calculated in accordance with the following table:


 





	Regular Unleaded Fuel Price is:	 	Additional
	 at Least	 	 But Less Than	 	 Surcharge
    Amount
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]








 


The fuel prices set
forth in the table above represent the national average retail cost per gallon for regular grade gasoline in the U.S. 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 results in the imposition of a Fuel Surcharge for a given month, then Cardinal Health
shall invoice the Buyer’s corporate location for the aggregate amount of the Fuel Surcharge due for the month, and the Buyer
shall pay such invoice in accordance with the standard payment terms applicable to the Buyer’s purchases under this Agreement
as of the date of the Fuel Surcharge invoice. For the sake of clarity, the parties hereby acknowledge and agree that even if the
invoice is generated from August 1 through August 21 of a given calendar year, the Buyer’s then current standard payment
terms shall apply, not the Buyer’s special payment terms for Merchandise purchases made from August 1 through August 21.


 


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


 




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12.         Generics.


 


12.1.          In
General. Each of the Buyer’s pharmacy locations shall purchase its Primary Requirements (as defined above) of generic
Rx Products through the Generic Source Program, and the 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 (the “Excluded Generic Rx Products”).
The current list of Excluded Generic Products is attached hereto as Exhibit C. Additional Excluded Generic Rx Products
may be added to the list upon agreement of both parties that they are (i) exclusive generic Rx Products, (ii) biogeneric products,
or (iii) branded generic Rx Products.


 


12.2.          [***]


 


D.           Disclosure.
Each of the [***]constitutes a “discount or other reduction in price,” as such terms are defined under the Medicare/Medicaid
Anti-Kickback Statute, on the applicable generic Rx Products purchased by the Buyer 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, 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.


 


12.3.          [***]


 


E.           Disclosure.
The [***] constitutes a “discount or other reduction in price,” as such terms are defined under the Medicare/Medicaid
Anti-Kickback Statute, on the applicable generic Rx Products purchased by the Buyer 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, 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.


 


13.         Returned
Goods Policy. In general, Cardinal Health will accept Merchandise for return from the Buyer in accordance with the Returned
Goods Policy attached hereto as Exhibit D. Cardinal Health will work with a third party returned goods processor
in accordance with the Third Party Returned Goods Policy for Unmerchantable Product attached hereto as Exhibit E.


 




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14.         Manufacturer
Contract Administration. 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. Cardinal
Health reserves the right to assess a reasonable processing fee to Buyer for any Manufacturer Contract credit and/or rebill activity.
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.


 


15.         Custom
Inventory. If Cardinal Health stocks inventory under this Agreement at Buyer’s request that Cardinal Health would
not otherwise stock (“Custom Inventory”), Buyer agrees that, before substituting other inventory in place of
such Custom Inventory, and upon the expiration or earlier termination of this Agreement for any reason, Buyer will purchase the
remaining Custom Inventory under the terms of this Agreement until it is depleted. Cardinal Health agrees that it will inform
Buyer whether any requested inventory would constitute Custom Inventory prior to stocking such inventory. Furthermore, the parties
acknowledge and agree that, in such an instance, Cardinal Health shall only stock a mutually agreed upon amount of such Custom
Inventory for the Buyer.


 


16.         [***]


 


17.         Own
Use. All purchases under this Agreement will be for Buyer’s and/or the Pharmacies’ “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 or any Pharmacy is in breach
of this paragraph.


 


18.         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.


 


19.         Records
and Audit. Cardinal Health will maintain records pertaining to this Agreement and the pharmaceutical products purchased
by Buyer hereunder as required by applicable FDA requirements. Not more than once in any Contract Year, and following at least
thirty (30) days’ advance written notice to Cardinal Health, the Buyer shall have the right to retain a mutually agreed
upon independent third party auditor to review those relevant records applicable to its pharmaceutical purchases for the sole
purpose of verifying compliance with this Agreement, including, but not limited to, the pricing terms of this Agreement. Such
audit will be conducted during the Contract Year following the Contract Year (or partial Contract Year) to be audited and will
be completed before the end of that same Contract Year. Each audit shall be conducted during normal business hours. Cardinal Health
agrees to cooperate fully with the third party auditor’s reasonable requests for information needed to conduct the audit.
The third party auditor will enter into a confidentiality agreement with Cardinal Health in which it agrees not to disclose to
the Buyer, or any other party, any specific dollar results about Cardinal Health’s financial performance, but only such
limited information as necessary to report on Cardinal Health’s compliance with the Agreement. Within thirty (30) days of
receiving such written statement, Cardinal Health will either reconcile the identified discrepancies, or notify Buyer in writing
that it is disputing such audit findings and provide Buyer with supporting documentation. The cost of the audit shall be borne
by Buyer, unless there is a discrepancy identified in the audit and reconciled by Cardinal Health which exceeds the cost of the
audit, in which case Cardinal Health shall pay for the cost of such audit.


 


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


 




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20.         Service
Level. Cardinal Health will exercise commercially reasonable efforts to provide the Buyer with an adjusted monthly service
level on DSD Rx Products (excluding the bullet point items below) of at least [***] The service level for a given month will be
calculated by [***]. Notwithstanding any other provision in this Section, the following items of Merchandise shall be excluded
from the monthly service level calculation:


 


		·	Manufacturer
                                         back orders/manufacturer temporary outs;



		·	Non-stock
                                         and/or discontinued items;



		·	Same
                                         item ordered more than once within three (3) days.



		·	Items
                                         where Buyer has failed to provide accurate start up usage figures in the event that the
                                         Buyer has acquired a new pharmacy location; and



		·	Items
                                         where the Pharmacies’ historical demand is exceeded by 125% over the monthly average
                                         for the preceding two months.



 


If Cardinal Health does
not meet the service level commitment set forth above for three consecutive months, Cardinal Health will pay the Buyer a service
penalty in the amount of [***].


 


21.         Compliance
with Laws. Each of Buyer and Cardinal Health shall comply with all federal and state laws, rules and regulations applicable
to its obligations under this Agreement.


 


22.         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 F. As set forth in the Compliance Representations and Warranties for Customers,
Buyer hereby acknowledges and agrees that, notwithstanding any other provision in this Agreement, or any provision in any other
agreement between Cardinal Health and the Buyer, 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 Buyer
at any time if Cardinal Health reasonably believes that the continued distribution of such products to the Buyer 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. In the event such action(s) occur,or when requested by Buyer, Cardinal Health shall discuss with
Buyer (and, if commercially reasonable to do so, prior to taking such action) Cardinal Health’s reasons for suspending,
terminating or otherwise limiting the distribution of controlled substances, listed chemicals or other products in an attempt
to determine whether such restrictions may be mitigated.


 


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


 




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23.         Discount
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.


 


24.         Merchandise
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. NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR PUNITIVE DAMAGES EXCPET TO THE EXTENT THAT SUCH DAMAGES WERE CAUSED BY SUCH PARTY’S WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE.


 


25.         Title.
Cardinal Health warrants that it has good and marketable title to the Merchandise sold to the Buyer under this Agreement.


 


26.         Indemnification.


 


26.1.          Indemnification
by Cardinal Health. Cardinal Health agrees to indemnify, defend and hold harmless the Buyer and its affiliates, officers,
trustees, directors, shareholders, employees and agents from and against those third-party losses and liabilities (including,
without limitation, reasonable attorneys’ fees) that are directly attributable to Cardinal Health’s negligence or
wrongdoing. Cardinal Health further agrees to indemnify, defend and hold harmless the Buyer its affiliates, officers, trustees,
directors, shareholders, employees and agents from and against those third-party losses and liabilities (including, without limitation,
reasonable attorneys' fees) that are directly attributable to Cardinal Health’s failure to properly store, handle or distribute
Merchandise in accordance with the Agreement. It is expressly understood and agreed by Buyer that Cardinal Health is not the manufacturer
of any of the Merchandise and that no indemnification of any type is being provided hereunder by Cardinal Health other than as
specifically stated in this Section.


 


26.2.          Indemnification
by the Buyer. The Buyer agrees to indemnify, defend and hold harmless Cardinal Health and its affiliates, officers, trustees,
directors, shareholders, employees and agents from and against those third-party losses and liabilities (including, without limitation,
reasonable attorneys' fees) that are directly attributable to the Buyer’s negligence or wrongdoing.


 


27.         Pass
Through & Assistance in Tendering Claims.Cardinal Health shall use commercially reasonable efforts to obtain from
the manufacturers of the Merchandise sold to the Buyer under this Agreement indemnification by the manufacturer to Cardinal Health’s
customers with respect to the Merchandise. Further, Cardinal Health shall assign and transfer to the Buyer, on a non-exclusive
basis, any representations, warranties, rights and claims to defense and indemnity made by the manufacturers of the Merchandise
purchased by the Buyer under this Agreement (including, but not limited to, representations, warranties and rights and claims
to defense and indemnity, relating to intellectual property, product liability or negligence) to the extent that: (i) such representations,
warranties and rights and claims to defense and indemnity are assignable by Cardinal Health, and (ii) such representations, warranties
and rights and claims to defense and indemnity arise out of or relate to the Merchandise from such manufacturer which is subsequently
sold to Buyer under this Agreement, and (iii) that Cardinal Health is not prejudiced by such assignment. Furthermore, Cardinal
Health will cooperate with all reasonable requests made by the Buyer to enforce such representations, warranties and rights and
claims to defense and indemnity against such manufacturers and in connection with pursuing consents from the manufacturers in
providing or assigning to Buyer such representations, warranties, and rights to defense and indemnification.


  




    	10



    	 



    




 


28.         Rx
Product Dating.Cardinal Health shall use commercially reasonable efforts to ensure that the Rx Products delivered by Cardinal
Health to the Buyer under this Agreement have at least [***] months dating, unless the only product available from the manufacturer
contains less than [***] months dating.


 


29.         Force
Majeure. Either party’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 such Party. During the
period of any such delay or failure by Cardinal Health, 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.


 


30.         Notices.
Any notice or other communication required or desired to be given to either party under this Agreement shall be in writing
and shall be deemed given when: (a) received by the recipient, after being sent via certified mail, return receipt requested,
and addressed to that party at the address for such party set forth at the end of this Agreement; (b) received by the recipient
after being sent via Federal Express, Airborne, or any other similar overnight delivery service for delivery to that party at
that address; or (c) received by facsimile transmission, as evidenced by electronic confirmation, to that party at its facsimile
number set forth at the end of this Agreement. Either party may change its address or facsimile number for notices under this
Agreement by giving the other party notice of such change.


 


31.         Confidentiality.
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 SEC regulation, law or as necessary to perform its obligations under this Agreement. Neither
party will make any press release or other public announcement regarding this Agreement or the other party or its affiliates without
the other party's express prior written consent, except as required under applicable law or by any governmental agency, in which
case the party required to make the press release or public disclosure shall use commercially reasonable efforts to obtain the
approval of the other party as to the form, nature and extent of the press release or public announcement prior to issuing the
press release or making the public announcement.


 


32.         Miscellaneous.
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. This Agreement
does not create any employment, agency, franchise, joint venture, partnership or other similar legal relationship between Buyer
and Cardinal Health.


 


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


 




    	11



    	 



    




 


	Fred’s Stores of Tennessee,
    Inc.	 	Cardinal Health 110, LLC
	4300 New Getwell Rd.	 	7000 Cardinal Place
	Memphis, TN 38118	 	Dublin, Ohio 43017
	Telecopy:	901-531-8076	 	Telecopy: (614) 757-6000
	 	 	 	 	 





	By	/s/ Rick
    Chambers	 	By	/s/ Jon Giacomin
	Title	VP	 	Title	Pres. US Pharmaceutical
    Distribution
	Date	08/06/2014	 	Date	8/6/14


 


	 	 	Cardinal Health 411, Inc.
	 	 	7000 Cardinal Place
	 	 	Dublin, Ohio 43017
	 	 	Telecopy: (614) 757-6000
	 	 	 





	 	By	/s/ Jon Giacomin
	 	Title	Pres. US Pharmaceutical
    Distribution
	 	Date	8/6/14


 


As to the Guaranty in Section 9.2 Only: 


 





	Fred’s Inc.	 
	4300 New Getwell Rd.	 
	Memphis, TN 38118	 
	Telecopy:	901-531-8076	 







 





	By	/s/ Rick Chambers	 
	Title	EVP	 
	Date	08/06/2014	 







  




    	12



    	 



    

  


EXHIBIT A


 


Pharmacies


 





	Store #	 	Store Name	 	Address	 	Address Line 2	 	City	 	State	 	Zip

    Code
	1010	 	Fred's Pharmacy	 	107 N Meridian Street	 	 	 	Aberdeen	 	MS	 	39730
	1020	 	Fred's Pharmacy	 	905 Highway 278 East	 	 	 	Amory	 	MS	 	38821
	1025	 	Fred's Pharmacy	 	1001 N. Slappey Blvd  	 	 	 	Albany	 	GA	 	31701
	1027	 	Fred's Pharmacy	 	763 Hwy 28 Bypass	 	 	 	Abbeville	 	SC	 	29620
	1035	 	Fred’s Pharmacy	 	1311 North Hazel	 	 	 	Arcadia	 	LA	 	71001
	1045	 	Fred's Pharmacy	 	2750 Pine Street Unit #1	 	 	 	Arkadelphia	 	AR	 	71923
	1060	 	Fred's Pharmacy	 	222 Mabus Street	 	 	 	Ackerman	 	MS	 	39735
	1070	 	Fred's Pharmacy	 	11888 Highway 70	 	P.O. Box 508	 	Arlington	 	TN	 	38002
	1085	 	Fred's Pharmacy	 	901 Dewitt Henry Blvd	 	 	 	Beebe	 	AR	 	72012
	1088	 	Fred's Pharmacy	 	215 Bailey Lane	 	 	 	Benton	 	IL	 	62812
	1090	 	Fred's Pharmacy	 	5760 Highway 80 E	 	 	 	Pearl	 	MS	 	39208
	1095	 	Fred's Pharmacy	 	170 Hwy 167	 	 	 	Bald Knob	 	AR	 	72010
	1100	 	Fred's Pharmacy	 	6064 Stage Road	 	 	 	Bartlett	 	TN	 	38134
	1108	 	Fred's Pharmacy	 	3606 Main Street	 	 	 	Bamberg	 	SC	 	29003
	1110	 	Fred's Pharmacy	 	2017 East Madison	 	 	 	Bastrop	 	LA	 	71220
	1113	 	Fred's Pharmacy	 	311 East Main Street	 	 	 	Andrews	 	SC	 	29510
	1125	 	Fred's Pharmacy	 	2675 Highway 15	 	P.O. Box 1200	 	Bay Springs	 	MS	 	39422
	1135	 	Fred's Pharmacy	 	475 Hwy 6 East	 	 	 	Batesville	 	MS	 	38606
	1145	 	Fred's Pharmacy	 	403 W. Calhoun Street	 	P.O. Box 310	 	Bruce	 	MS	 	38915
	1155	 	Fred's Pharmacy	 	502 North Second Street	 	 	 	Booneville	 	MS	 	38829
	1158	 	Fred's Pharmacy	 	13210 North Wintzell Ave.	 	 	 	Bayou La Batre	 	AL	 	36509
	1160	 	Fred's Pharmacy	 	520 N. Hayden Street	 	 	 	Belzoni	 	MS	 	39038
	1165	 	Fred's Pharmacy	 	105 Tennessee Street	 	 	 	Bolivar	 	TN	 	38008
	1198	 	Fred's Pharmacy	 	214 GA Hwy 49 S.	 	 	 	Byron	 	GA	 	31008
	1205	 	Fred's Pharmacy	 	3395 Hwy 5 North	 	 	 	Benton	 	AR	 	72019
	1210	 	Fred's Pharmacy	 	229 N. Union Street	 	 	 	Canton	 	MS	 	39046
	1215	 	Fred's Pharmacy	 	207 South 2nd Street	 	 	 	Cabot	 	AR	 	72023
	1220	 	Fred's Pharmacy	 	300 South Pearl Street	 	 	 	Carthage	 	MS	 	39051
	1235	 	Fred's Pharmacy	 	456 Highway 24	 	 	 	Centreville	 	MS	 	39631
	1240	 	Fred's Pharmacy	 	1797 Hwy 100 East	 	 	 	Centerville	 	TN	 	37033
	1255	 	Fred's Pharmacy	 	200 Clinton Plaza	 	 	 	Clinton	 	MS	 	39056
	1263	 	Fred's Pharmacy	 	5485 New Jesup Hwy	 	 	 	Brunswick	 	GA	 	31523
	1278	 	Fred's Pharmacy	 	1211 S. Fir Ave.	 	P.O. Box 2542	 	Collins	 	MS	 	39428
	1290	 	Fred's Pharmacy	 	245 East Oak Street	 	 	 	Conway	 	AR	 	72032
	1295	 	Fred's Pharmacy	 	8155 US Hwy 165	 	 	 	Columbia	 	LA	 	71418
	1300	 	Fred's Pharmacy	 	236 Desoto	 	 	 	Clarksdale	 	MS	 	38614
	1305	 	Fred's Pharmacy	 	599 W. Veterans Blvd.	 	P.O. Box 1228	 	Calhoun City	 	MS	 	38916



  



    	13



    	 



    




 


	1310	 	Fred's Pharmacy	 	1125 Morningside Drive	 	 	 	Conway	 	AR	 	72034
	1320	 	Fred's Pharmacy	 	195 North 641	 	 	 	Camden	 	TN	 	38320
	1323	 	Fred's Pharmacy	 	109 Chevy Lane Suite B	 	 	 	Bunkie	 	LA	 	71322
	1340	 	Fred's Pharmacy	 	1110 Hwy 13 N. Ste #5	 	 	 	Columbia	 	MS	 	39429
	1355	 	Fred's Pharmacy	 	24 Camden Bypass	 	 	 	Camden	 	AL	 	36726
	1358	 	Fred's Pharmacy	 	101 North Webster Street	 	 	 	Cuthbert	 	GA	 	39840
	1360	 	Fred's Pharmacy	 	450 Highway 72 West	 	 	 	Collierville	 	TN	 	38017
	1363	 	Fred's Pharmacy	 	21665 Hwy 25	 	 	 	Columbiana	 	AL	 	35051
	1380	 	Fred's Pharmacy	 	425 West 7th Street	 	Columbia Plaza S/C	 	Columbia	 	TN	 	38401
	1385	 	Fred's Pharmacy	 	409 W. Main Street	 	 	 	Clarksville	 	AR	 	72830
	1393	 	Fred's Pharmacy	 	15 Colbert Business Pkwy. W	 	 	 	Colbert	 	GA	 	30628
	1400	 	Fred's Pharmacy	 	9810 Highway 57 South	 	 	 	Counce	 	TN	 	38326
	1405	 	Fred's Pharmacy	 	5316 US Hwy 17 North	 	P.O. Box 1038	 	Darien	 	GA	 	31305
	1420	 	Fred's Pharmacy	 	808 West Collin RayeDr	 	 	 	Dequeen	 	AR	 	71832
	1430	 	Fred's Pharmacy	 	340 Virginia Avenue	 	 	 	Daleville	 	AL	 	36322
	1440	 	Fred's Pharmacy	 	1560 Donelson Parkway	 	 	 	Dover	 	TN	 	37058
	1460	 	Fred's Pharmacy	 	409 West 3rd Street	 	 	 	Donalsonville	 	GA	 	39845
	1470	 	Fred's Pharmacy	 	33674 Highway 12	 	 	 	Durant	 	MS	 	39063
	1478	 	Fred's Pharmacy	 	122 Hillcrest Parkway	 	 	 	Dublin	 	GA	 	31021
	1488	 	Fred's Pharmacy	 	25096 Hwy 51	 	 	 	Crystal Springs	 	MS	 	39059
	1490	 	Fred's Pharmacy	 	8487 Highway 22	 	 	 	Dresden	 	TN	 	38225
	1495	 	Fred's Pharmacy	 	93 Bushrod Johnson Ave.	 	 	 	Chickamauga	 	GA	 	30707
	1503	 	Fred's Pharmacy	 	1200 West Church Street	 	 	 	Alamo	 	TN	 	38001
	1510	 	Fred's Pharmacy	 	5011 Fourth Ave.	 	 	 	Eastman	 	GA	 	31023
	1515	 	Fred's Pharmacy	 	1021 US Hwy 45 North	 	 	 	Eldorado	 	IL	 	62930
	1518	 	Fred's Pharmacy	 	156 Wilford Ash Pkwy	 	 	 	Cleveland	 	GA	 	30528
	1520	 	Fred's Pharmacy	 	1960 Veterans Memorial Blvd.	 	 	 	Eupora	 	MS	 	39744
	1525	 	Fred's Pharmacy	 	2200 West Laurel Ave	 	 	 	Eunice	 	LA	 	70535
	1533	 	Fred's Pharmacy	 	5604 Hwy 3	 	 	 	Benton	 	LA	 	71006
	1535	 	Fred's Pharmacy	 	802 Forrest Ave	 	 	 	East Brewton	 	AL	 	36426
	1538	 	Fred's Pharmacy	 	705 Central Drive	 	 	 	East Dublin	 	GA	 	31027
	1540	 	Fred's Pharmacy	 	996 Hwy 203	 	 	 	Elba	 	AL	 	36323
	1550	 	Fred's Pharmacy	 	5897 East Main Street	 	 	 	Erin	 	TN	 	37061
	1560	 	Fred's Pharmacy	 	450 West Front Street	 	 	 	Evergreen	 	AL	 	36401
	1570	 	Fred's Pharmacy	 	2415 Fairview Blvd.	 	 	 	Fairview	 	TN	 	37062
	1588	 	Fred's Pharmacy	 	441 N. Fourth Street	 	 	 	Baldwyn	 	MS	 	38824
	1605	 	Fred's Pharmacy	 	1521 Jefferson Davis Hwy	 	 	 	Camden	 	SC	 	29020
	1608	 	Fred's Pharmacy	 	611 US Hwy 65 South, Suite A	 	 	 	Dumas	 	AR	 	71639
	1620	 	Fred's Pharmacy	 	2227 North Washington	 	 	 	Forrest City	 	AR	 	72335
	1628	 	Fred's Pharmacy	 	733 Lawrence Street	 	 	 	Etowah	 	TN	 	37331
	1630	 	Fred's Pharmacy	 	237 Woodland Drive	 	 	 	Forest	 	MS	 	39074
	1638	 	Fred's Pharmacy	 	505 US Hwy 80 West Ste. A	 	 	 	Demopolis	 	AL	 	36732



  



    	14



    	 



    

 


	1640	 	Fred's Pharmacy	 	1409 Adams Street, Suite 1A	 	 	 	Fulton	 	MS	 	38843
	1660	 	Fred's Pharmacy	 	1311 North Charlyne	 	 	 	Brinkley	 	AR	 	72021
	1663	 	Fred's Pharmacy	 	800 North Cross Street	 	 	 	Albany	 	KY	 	42602
	1665	 	Fred's Pharmacy	 	708 Washington Street	 	 	 	Franklinton	 	LA	 	70438
	1675	 	Fred's Pharmacy	 	4150 Florence Blvd.	 	 	 	Florence	 	AL	 	35634
	1683	 	Fred's Pharmacy	 	821 South Main Street	 	 	 	Church Point	 	LA	 	70525
	1700	 	Fred's Pharmacy	 	101 Mansker Drive	 	 	 	Flora	 	MS	 	39071
	1710	 	Fred’s Pharmacy	 	228 West Hwy 30	 	 	 	Gonzales	 	LA	 	70737
	1713	 	Fred’s Pharmacy	 	685 Hwy 106 West	 	P.O. Box 130	 	Georgiana	 	AL	 	36033
	1718	 	Fred’s Pharmacy	 	57 South Broadview  	 	P.O. Box 1102	 	Greenbrier	 	AR	 	72058
	1723	 	Fred's Pharmacy	 	1207 South Meridian Street	 	 	 	Greenfield	 	TN	 	38230
	1735	 	Fred's Pharmacy	 	813 W. Park Ave.	 	 	 	Greenwood	 	MS	 	38930
	1740	 	Fred's Pharmacy	 	420 West Main St	 	 	 	Gallatin	 	TN	 	37066
	1745	 	Fred's Pharmacy	 	2616 Hwy 82 E.	 	 	 	Greenville	 	MS	 	38703
	1753	 	Fred's Pharmacy	 	2616 Highway 82 E.	 	 	 	Greenwood	 	MS	 	38930
	1760	 	Fred's Pharmacy	 	9720 Hwy 79	 	 	 	Haynesville	 	LA	 	71038
	1765	 	Fred's Pharmacy	 	535 West Main	 	 	 	Henderson	 	TN	 	38340
	1773	 	Fred's Pharmacy	 	6027 US Hwy 67	 	 	 	Haskell	 	AR	 	72015
	1783	 	Fred's Pharmacy	 	106 Jimmy Martin Circle	 	 	 	Gaston	 	SC	 	29053
	1790	 	Fred's Pharmacy	 	06 East Commerce St	 	 	 	Hernando	 	MS	 	38632
	1800	 	Fred's Pharmacy	 	226 Broadway	 	 	 	Hartsville	 	TN	 	37074
	1805	 	Fred's Pharmacy	 	308 South 7th Street	 	 	 	Heber Springs	 	AR	 	72543
	1810	 	Fred's Pharmacy	 	398 Hwy 149	 	 	 	Clarksville	 	TN	 	37040
	1823	 	Fred's Pharmacy	 	5266 Old Hwy 11 Suite 160	 	 	 	Hattiesburg	 	MS	 	39402
	1825	 	Fred's Pharmacy	 	1075 Highway 80 East	 	 	 	Haughton	 	LA	 	71037
	1830	 	Fred's Pharmacy	 	534 Bell Creek Road	 	 	 	Hiawassee	 	GA	 	30546
	1838	 	Fred's Pharmacy	 	80 Oak Street	 	 	 	Hampton	 	GA	 	30228
	1840	 	Fred's Pharmacy	 	3317 Lorna Road	 	 	 	Hoover	 	AL	 	35216
	1845	 	Fred's Pharmacy	 	615 Highway 62/65 N.	 	 	 	Harrison	 	AR	 	72601
	1860	 	Fred's Pharmacy	 	535 High Street	 	 	 	Huntingdon	 	TN	 	38344
	1865	 	Fred's Pharmacy	 	1301 North Illinois Avenue	 	 	 	Harrisburg	 	AR	 	72432
	1870	 	Fred's Pharmacy	 	2549 North Central	 	 	 	Humboldt	 	TN	 	38343
	1880	 	Fred's Pharmacy	 	#2 Forest Park Ave	 	 	 	Holiday Island	 	AR	 	72631
	1893	 	Fred's Pharmacy	 	905 N. Pontotoc Street	 	 	 	Houston	 	MS	 	38851
	1905	 	Fred's Pharmacy	 	1000 Broadway DrSte 50	 	 	 	Hattiesburg	 	MS	 	39401
	1907	 	Fred's Pharmacy	 	700 N. Main Street	 	 	 	Hamburg	 	AR	 	71646
	1910	 	Fred's Pharmacy	 	615 Hwy 25 South	 	 	 	Iuka	 	MS	 	38852
	1913	 	Fred's Pharmacy	 	518 E. Greer Street	 	 	 	Honea Path	 	SC	 	29654
	1920	 	Fred's Pharmacy	 	210 Highway 82 West	 	 	 	Indianola	 	MS	 	38751
	1928	 	Fred's Pharmacy	 	14916 Hwy 16 West	 	 	 	DeKalb	 	MS	 	39328
	1935	 	Fred's Pharmacy	 	2094 NE E Wallace Blvd	 	 	 	Ferriday	 	LA	 	71334
	1958	 	Fred's Pharmacy	 	7657 Hwy 70	 	 	 	Bartlett	 	TN	 	38133



  



    	15



    	 



    




 


	1963	 	Fred's Pharmacy	 	502 East Happy Valley St.	 	 	 	Cave City	 	KY	 	42127
	1965	 	Fred's Pharmacy	 	1181 Main Street	 	 	 	Munfordville	 	KY	 	42765
	1968	 	Fred's Pharmacy	 	1600 South Colorado Street	 	 	 	Greenville	 	MS	 	38703
	1990	 	Fred's Pharmacy	 	225 Meadowbrook Road	 	 	 	Jackson	 	MS	 	39206
	1995	 	Fred's Pharmacy	 	540 Raymond Road	 	 	 	Jackson	 	MS	 	39204
	1998	 	Fred's Pharmacy	 	902 West Main Street	 	 	 	Homer	 	LA	 	71040
	2003	 	Fred's Pharmacy	 	812 Veterans Drive	 	 	 	Carencro	 	LA	 	70520
	2013	 	Fred's Pharmacy	 	1898 Spillway Rd.	 	 	 	Brandon	 	MS	 	39047
	2015	 	Fred's Pharmacy	 	2308 South Caraway Rd	 	 	 	Jonesboro	 	AR	 	72401
	2018	 	Fred's Pharmacy	 	265 Industrial RD.	 	 	 	Greensburg	 	KY	 	42743
	2020	 	Fred's Pharmacy	 	4212 East Johnson Street	 	 	 	Jonesboro	 	AR	 	72401
	2028	 	Fred's Pharmacy	 	1693 Hwy 90	 	 	 	Gautier	 	MS	 	39553
	2040	 	Fred's Pharmacy	 	428 S James Street	 	 	 	Jacksonville	 	AR	 	72076
	2055	 	Fred's Pharmacy	 	650 West Cherry Street	 	 	 	Jesup	 	GA	 	31545
	2058	 	Fred's Pharmacy	 	500 US Hwy 19 South	 	 	 	Camilla	 	GA	 	31730
	2073	 	Fred's Pharmacy	 	400 W. McKinley Ave.	 	 	 	Haughton	 	LA	 	71037
	2083	 	Fred's Pharmacy	 	200 Hospital Drive	 	 	 	Cherokee Village	 	AR	 	72542
	2085	 	Fred's Pharmacy	 	1102 South Main Street	 	 	 	Hartford	 	KY	 	42347
	2088	 	Fred's Pharmacy	 	1200 N. McKenzie Street	 	 	 	Foley	 	AL	 	36535
	2090	 	Fred's Pharmacy	 	5590 Barksdale Blvd.	 	 	 	Bossier City	 	LA	 	71112
	2098	 	Fred's Pharmacy	 	15 East Stonewall Rd.	 	 	 	Byhalia	 	MS	 	38611
	2105	 	Fred's Pharmacy	 	480 Nelson Blvd.	 	 	 	Kingstree	 	SC	 	29556
	2110	 	Fred's Pharmacy	 	340 Hwy 12 West	 	 	 	Kosciusko	 	MS	 	39090
	2123	 	Fred's Pharmacy	 	715 First Avenue	 	 	 	Kinder	 	LA	 	70648
	2128	 	Fred's Pharmacy	 	718 Athens Road	 	 	 	Lexington	 	GA	 	30648
	2133	 	Fred's Pharmacy	 	1705 Philema Road South	 	 	 	Albany	 	GA	 	31701
	2145	 	Fred's Pharmacy	 	15700 Arch Street	 	 	 	Little Rock	 	AR	 	72206
	2150	 	Fred's Pharmacy	 	534 N. Military Street	 	 	 	Loretto	 	TN	 	38469
	2155	 	Fred's Pharmacy	 	1109 Scottsville Road	 	 	 	LaFayette	 	TN	 	37083
	2165	 	Fred's Pharmacy	 	313 Patton Ave	 	 	 	LaFayette	 	GA	 	30728
	2175	 	Fred's Pharmacy	 	301 Yazoo Street	 	 	 	Lexington	 	MS	 	39095
	2185	 	Fred's Pharmacy	 	890 Overton Plaza	 	 	 	Livingston	 	TN	 	38570
	2208	 	Fred's Pharmacy	 	200 Spartanburg Hwy	 	 	 	Lyman	 	SC	 	29365
	2210	 	Fred's Pharmacy	 	502 South Church Street	 	 	 	Louisville	 	MS	 	39339
	2213	 	Fred's Pharmacy	 	119 Highway 1 Bypass	 	 	 	Louisville	 	GA	 	30434
	2215	 	Fred's Pharmacy	 	308 North Squirrel Hollow Drive	 	P.O. Box 368	 	Linden	 	TN	 	37096
	2220	 	Fred's Pharmacy	 	230 East Gay Street	 	 	 	Lebanon	 	TN	 	37087
	2228	 	Fred's Pharmacy	 	11299 Hwy 63 South	 	 	 	Lucedale	 	MS	 	39452
	2230	 	Fred's Pharmacy	 	1700 Simpson Hwy 49 Suite 1	 	 	 	Magee	 	MS	 	39111
	2243	 	Fred's Pharmacy	 	59 Frontage Road	 	P.O. Box 730	 	Macon	 	MS	 	39341
	2245	 	Fred's Pharmacy	 	5028 South First Street	 	 	 	Milan	 	TN	 	38358
	2255	 	Fred's Pharmacy	 	829 W. Main Street	 	P.O. Box 643	 	Monteagle	 	TN	 	37356



  



    	16



    	 



    




 


	2260	 	Fred's Pharmacy	 	601 N St Joseph Hwy 9	 	 	 	Morrilton	 	AR	 	72110
	2270	 	Fred's Pharmacy	 	110 North Main Street	 	 	 	Malvern	 	AR	 	72104
	2280	 	Fred's Pharmacy	 	438 South Alabama St	 	 	 	Marianna	 	AR	 	72360
	2283	 	Fred's Pharmacy	 	1208 Homer Rd.	 	 	 	Minden	 	LA	 	71055
	2285	 	Fred's Pharmacy	 	4280 Getwell Road	 	 	 	Memphis	 	TN	 	38118
	2295	 	Fred's Pharmacy	 	2695 Hwy 77	 	 	 	Marion	 	AR	 	72364
	2305	 	Fred's Pharmacy	 	5016 Summer Ave	 	 	 	Memphis	 	TN	 	38122
	2325	 	Fred's Pharmacy	 	1042 Highland Circle	 	 	 	Mountain Home	 	AR	 	72653
	2333	 	Fred's Pharmacy	 	899 Hwy 171 North	 	 	 	Lake Charles	 	LA	 	70611
	2335	 	Fred's Pharmacy	 	522 Lincoln Road	 	 	 	East Monroe	 	LA	 	71203
	2348	 	Fred's Pharmacy	 	213 West Randolph Street	 	P.O. Box 28	 	McLeansboro	 	IL	 	62859
	2350	 	Fred's Pharmacy	 	165 Bessemer Super Hwy	 	 	 	Midfield	 	AL	 	35228
	2355	 	Fred's Pharmacy	 	1701 North 18th Street	 	 	 	Monroe	 	LA	 	71203
	2360	 	Fred's Pharmacy	 	87 South Main Street	 	 	 	Mckenzie	 	TN	 	38201
	2365	 	Fred's Pharmacy	 	1509 Hwy 84 West	 	P.O. Box 2009	 	Monticello	 	MS	 	39654
	2370	 	Fred's Pharmacy	 	406 Hwy 425 South	 	 	 	Monticello	 	AR	 	71655
	2375	 	Fred's Pharmacy	 	912 North Chancery Street	 	 	 	McMinnville	 	TN	 	37110
	2385	 	Fred's Pharmacy	 	156  8th Street	 	 	 	Helena	 	GA	 	31037
	2395	 	Fred's Pharmacy	 	3050 Simpson Highway 13	 	 	 	Mendenhall	 	MS	 	39114
	2405	 	Fred's Pharmacy	 	5186 Hwy 80	 	 	 	Morton	 	MS	 	39117
	2408	 	Fred's Pharmacy	 	1318 S. Hwy 21 Bypass	 	 	 	Monroeville	 	AL	 	36460
	2410	 	Fred's Pharmacy	 	126 West Main Street	 	 	 	New Albany	 	MS	 	38652
	2430	 	Fred's Pharmacy	 	304 Northside Drive	 	 	 	Newton	 	MS	 	39345
	2438	 	Fred's Pharmacy	 	47950 US Hwy 78	 	 	 	Lincoln	 	AL	 	35096
	2440	 	Fred's Pharmacy	 	614 South Main Street	 	 	 	Nashville	 	AR	 	71852
	2445	 	Fred's Pharmacy	 	31 Sgt. Prentiss Drive #4	 	 	 	Natchez	 	MS	 	39120
	2460	 	Fred's Pharmacy	 	1164 Highway 133 North	 	 	 	North Crossett	 	AR	 	71635
	2468	 	Fred's Pharmacy	 	7122 Will Robbins Hwy	 	P.O. Box 45	 	Nettleton	 	MS	 	38858
	2473	 	Fred's Pharmacy	 	67 Watson Dr.	 	 	 	Mantachie	 	MS	 	38855
	2483	 	Fred's Pharmacy	 	905 West Main Street	 	 	 	Marion	 	IL	 	62959
	2485	 	Fred's Pharmacy	 	951 Main Street	 	 	 	Leakesville	 	MS	 	39451
	2490	 	Fred's Pharmacy	 	601 S. Mason Street	 	 	 	Mount Vernon	 	GA	 	30445
	2498	 	Fred's Pharmacy	 	739 Highway 165 S.	 	 	 	Oakdale	 	LA	 	71463
	2500	 	Fred's Pharmacy	 	7105 Cockrum Street	 	 	 	Olive Branch	 	MS	 	38654
	2508	 	Fred's Pharmacy	 	3176 Bienville Blvd.	 	 	 	Ocean Springs	 	MS	 	39564
	2520	 	Fred's Pharmacy	 	1930 University	 	 	 	Oxford	 	MS	 	38655
	2523	 	Fred's Pharmacy	 	2601 South Main Street	 	 	 	Moultrie	 	GA	 	31768
	2528	 	Fred's Pharmacy	 	652 Hwy 365	 	 	 	Mayflower	 	AR	 	72106
	2533	 	Fred's Pharmacy	 	511 West Monroe Avenue	 	 	 	Okolona	 	MS	 	38860
	2538	 	Fred's Pharmacy	 	2932 Hwy 49 S.	 	 	 	Florence	 	MS	 	39073
	2543	 	Fred's Pharmacy	 	118 Robert B Lee Drive	 	 	 	Leesburg	 	GA	 	31763
	2548	 	Fred's Pharmacy	 	700 North Main Street	 	 	 	Mt. Pleasant	 	TN	 	38474



  



    	17



    	 



    




 


	2550	 	Fred's Pharmacy	 	1310 West Morton	 	 	 	Oakland City	 	IN	 	47660
	2553	 	Fred's Pharmacy	 	224 E. 4th Street	 	 	 	Ocilla	 	GA	 	31774
	2555	 	Fred's Pharmacy	 	850 Volunteer Drive	 	 	 	Paris	 	TN	 	38242
	2558	 	Fred's Pharmacy	 	7965 E. Shelby Drive	 	 	 	Memphis	 	TN	 	38125
	2560	 	Fred's Pharmacy	 	7143 Winchester Road	 	 	 	Memphis	 	TN	 	38125
	2563	 	Fred's Pharmacy	 	6500 Quince Road	 	 	 	Memphis	 	TN	 	38119
	2565	 	Fred's Pharmacy	 	10710 Greenwell Springs Road	 	 	 	Baton Rouge	 	LA	 	70814
	2568	 	Fred's Pharmacy	 	6311 Hwy 1 S.	 	 	 	Brusly	 	LA	 	70719
	2570	 	Fred's Pharmacy	 	3857 St. Marys Rd	 	 	 	Columbus	 	GA	 	31906
	2575	 	Fred's Pharmacy	 	1388 South Main Street	 	 	 	Poplarville	 	MS	 	39470
	2578	 	Fred's Pharmacy	 	2511 Ingalls Ave.	 	 	 	Pascagoula	 	MS	 	39567
	2590	 	Fred's Pharmacy	 	3499 Main Street	 	P.O. Box 742	 	Pikeville	 	TN	 	37367
	2595	 	Fred's Pharmacy	 	198 North Curtis	 	 	 	Pea Ridge	 	AR	 	72751
	2598	 	Fred's Pharmacy	 	1290 Lamar Ave.	 	 	 	Memphis	 	TN	 	38104
	2613	 	Fred's Pharmacy	 	404 Second Street	 	 	 	Pelahatchie	 	MS	 	39145
	2615	 	Fred's Pharmacy	 	303 East Main Street	 	 	 	Piggott	 	AR	 	72454
	2620	 	Fred's Pharmacy	 	235 George Wallace Drive	 	 	 	Pearl	 	MS	 	39208
	2630	 	Fred's Pharmacy	 	714 Pecan Ave. Ste # 1	 	 	 	Philadelphia	 	MS	 	39350
	2640	 	Fred's Pharmacy	 	170 Hwy 15 North P. O. Box 824	 	 	 	Pontotoc	 	MS	 	38863
	2643	 	Fred's Pharmacy	 	4628 Hwy 28 East	 	 	 	Pineville	 	LA	 	71360
	2645	 	Fred's Pharmacy	 	114 West Knight Street	 	 	 	Portland	 	TN	 	37148
	2650	 	Fred's Pharmacy	 	2809 S. Camden Rd.	 	 	 	Pine Bluff	 	AR	 	71603
	2653	 	Fred's Pharmacy	 	5751 Shed Rd.	 	 	 	Bossier City	 	LA	 	71111
	2658	 	Fred's Pharmacy	 	312 Main Street	 	 	 	Baker	 	LA	 	70714
	2660	 	Fred's Pharmacy	 	1670 West College Street	 	 	 	Pulaski	 	TN	 	38478
	2670	 	Fred's Pharmacy	 	1635 Columbia Ave.  P. O. Box 1106	 	 	 	Prentiss	 	MS	 	39474
	2678	 	Fred's Pharmacy	 	5907 Old Mooringsport Road	 	 	 	Shreveport	 	LA	 	71107
	2695	 	Fred's Pharmacy	 	509 Hwy 589	 	 	 	Purvis	 	MS	 	39475
	2748	 	Fred's Pharmacy	 	403 Front Street	 	 	 	Richton	 	MS	 	39476
	2750	 	Fred's Pharmacy	 	525 4th Avenue S.E.	 	P.O. Box 2004	 	Red Bay	 	AL	 	35582
	2753	 	Fred's Pharmacy	 	134 7th Street NW	 	 	 	Reform	 	AL	 	35481
	2758	 	Fred's Pharmacy	 	16100 Hwy 72	 	 	 	Rogersville	 	AL	 	35652
	2780	 	Fred's Pharmacy	 	20917 Hwy 61 N	 	 	 	Rolling Fork	 	MS	 	39159
	2783	 	Fred's Pharmacy	 	1876 E. Blackstock Rd.	 	 	 	Roebuck	 	SC	 	29376
	2788	 	Fred's Pharmacy	 	2866 Bienville Hwy	 	 	 	Ringgold	 	LA	 	71068
	2798	 	Fred's Pharmacy	 	2019 Farmerville Hwy	 	 	 	Ruston	 	LA	 	71270
	2805	 	Fred's Pharmacy	 	3303 W Main Place Skyline S/C Hwy 64	 	 	 	Russellville	 	AR	 	72801
	2845	 	Fred's Pharmacy	 	290 South Washington	 	 	 	Ripley	 	TN	 	38063
	2850	 	Fred's Pharmacy	 	706 City Avenue North	 	 	 	Ripley	 	MS	 	38663
	2870	 	Fred's Pharmacy	 	111 Willowbrook Drive	 	P.O. Box 1469	 	Saltillo	 	MS	 	38866
	2883	 	Fred's Pharmacy	 	159 West Turntable Drive	 	 	 	Sparta	 	TN	 	38583
	2890	 	Fred's Pharmacy	 	801 South Arkansas Bldg #2	 	 	 	Springhill	 	LA	 	71075



  



    	18



    	 



    




 


	2895	 	Fred's Pharmacy	 	4233 Rocky Branch Rd	 	P.O. Box 707	 	Sumrall	 	MS	 	39482
	2900	 	Fred's Pharmacy	 	401 East Lee Street	 	 	 	Sardis	 	MS	 	38666
	2915	 	Fred's Pharmacy	 	2706 East Race Street	 	 	 	Searcy	 	AR	 	72143
	2925	 	Fred's Pharmacy	 	624 South Rock Street	 	 	 	Sheridan	 	AR	 	72150
	2935	 	Fred's Pharmacy	 	102 Norfleet Drive	 	 	 	Senatobia	 	MS	 	38668
	2945	 	Fred's Pharmacy	 	8912 Office Park Plaza Dr	 	 	 	Southaven	 	MS	 	38671
	2953	 	Fred's Pharmacy	 	710 Church Road	 	 	 	Southaven	 	MS	 	38671
	2955	 	Fred's Pharmacy	 	399 Mulberry Ave	 	 	 	Selmer	 	TN	 	38375
	2958	 	Fred's Pharmacy	 	1567 N. Cherokee Road	 	 	 	Social Circle	 	GA	 	30025
	2960	 	Fred's Pharmacy	 	605 S Jackson	 	 	 	Starkville	 	MS	 	39759
	2970	 	Fred's Pharmacy	 	Highway 64 West	 	P.O. Box 7	 	Somerville	 	TN	 	38068
	2980	 	Fred's Pharmacy	 	1309 North Lincoln Hwy 425 North	 	 	 	Star City	 	AR	 	71667
	2990	 	Fred's Pharmacy	 	7130 U.S. Hwy 61	 	P.O. Box 2668	 	St. Francisville	 	LA	 	70775
	3005	 	Fred's Pharmacy	 	4828 Shreveport Hwy	 	 	 	Pineville	 	LA	 	71360
	3010	 	Fred's Pharmacy	 	730 Everett Street	 	 	 	Tiptonville	 	TN	 	38079
	3045	 	Fred's Pharmacy	 	809 Varsity Drive	 	 	 	Tupelo	 	MS	 	38801
	3048	 	Fred's Pharmacy	 	1776 McCullough Blvd.	 	 	 	Tupelo	 	MS	 	38801
	3050	 	Fred's Pharmacy	 	2045 S. Highway 45	 	 	 	Trenton	 	TN	 	38382
	3053	 	Fred's Pharmacy	 	402 Pine Street	 	 	 	Taylorsville	 	MS	 	39168
	3055	 	Fred's Pharmacy	 	1401 Woodmont Drive	 	 	 	Tuscumbia	 	AL	 	35674
	3063	 	Fred's Pharmacy	 	1317 East Main Street	 	 	 	Tupelo	 	MS	 	38804
	3070	 	Fred's Pharmacy	 	3000 Plaza Drive	 	 	 	Tylertown	 	MS	 	39667
	3073	 	Fred's Pharmacy	 	604 Northside Drive	 	 	 	Statesboro	 	GA	 	30458
	3083	 	Fred's Pharmacy	 	2110 Goodman Road East	 	 	 	Southaven	 	MS	 	38671
	3108	 	Fred's Pharmacy	 	422 W. Cunningham Ave.	 	 	 	Terry	 	MS	 	39170
	3145	 	Fred's Pharmacy	 	12101 Hwy 57	 	 	 	Vancleave	 	MS	 	39565
	3170	 	Fred's Pharmacy	 	181 W. Carolina Ave.	 	P.O. Box 1326	 	Varnville	 	SC	 	29944
	3175	 	Fred's Pharmacy	 	9574 Hwy 18	 	 	 	Vernon	 	AL	 	35592
	3178	 	Fred's Pharmacy	 	10 Eagle Street	 	 	 	Vilonia	 	AR	 	72173
	3185	 	Fred's Pharmacy	 	1514 Sampson Street	 	 	 	Westlake	 	LA	 	70669
	3210	 	Fred's Pharmacy	 	409 Duncan Street	 	 	 	Water Valley	 	MS	 	38965
	3220	 	Fred's Pharmacy	 	4928 Highway 70	 	 	 	White Bluff	 	TN	 	37187
	3225	 	Fred's Pharmacy	 	307 Highway 64 East	 	 	 	Waynesboro	 	TN	 	38485
	3230	 	Fred's Pharmacy	 	2001 West Court Street	 	 	 	Winnfield	 	LA	 	71483
	3235	 	Fred's Pharmacy	 	116 2nd Street South	 	 	 	Wiggins	 	MS	 	39577
	3240	 	Fred's Pharmacy	 	603 Middleton Road	 	 	 	Winona	 	MS	 	38967
	3245	 	Fred's Pharmacy	 	826 N Sebastian Street	 	 	 	West Helena	 	AR	 	72390
	3250	 	Fred's Pharmacy	 	5305 New Hwy 31 E.  P. O. Box 367	 	 	 	Westmoreland	 	TN	 	37186
	3255	 	Fred's Pharmacy	 	2615 N. 7th St Westgate S/C	 	 	 	West Monroe	 	LA	 	71291
	3270	 	Fred's Pharmacy	 	207 Washington Street	 	 	 	West Monroe	 	LA	 	71292
	3275	 	Fred's Pharmacy	 	515 West Main Street Ste. A	 	 	 	Waverly	 	TN	 	37185
	3280	 	Fred's Pharmacy	 	297 South Hwy 20	 	 	 	Pelzer	 	SC	 	29669



  



    	19



    	 



    




 


	3300	 	Fred's Pharmacy	 	1755 Decherd Blvd	 	 	 	Decherd	 	TN	 	37324
	3310	 	Fred's Pharmacy	 	507 W. Pine Street	 	 	 	Warren	 	AR	 	71671
	3340	 	Fred's Pharmacy	 	8515 Dollar Way Road	 	 	 	WhiteHall	 	AR	 	71602
	3350	 	Fred's Pharmacy	 	505 Laurens Rd.	 	 	 	Woodruff	 	SC	 	29388
	3365	 	Fred's Pharmacy	 	1130 South McCrary	 	 	 	Woodbury	 	TN	 	37190
	3368	 	Fred's Pharmacy	 	211 U.S. Hwy 61 South	 	 	 	Woodville	 	MS	 	39669
	3370	 	Fred's Pharmacy	 	605 North Main Street	 	 	 	Wrens	 	GA	 	30833
	3410	 	Fred's Pharmacy	 	320 Highway 14 South	 	P.O. Box 530	 	Yellville	 	AR	 	72687
	3415	 	Fred's Pharmacy	 	9215 Hwy 19	 	 	 	Zebulon	 	GA	 	30295
	3517	 	Fred's Pharmacy	 	1015 Delaware Avenue Suite A	 	 	 	McComb	 	MS	 	39648
	3533	 	Fred's Pharmacy	 	622 W. Market Street Suite 200	 	 	 	Bolivar	 	TN	 	38008
	3543	 	Fred's Pharmacy	 	2012 E. Shiloh Rd.	 	 	 	Corinth	 	MS	 	38834
	3553	 	Fred's Pharmacy	 	224 S. Three Notch Street	 	 	 	Andalusia	 	AL	 	36420
	3563	 	Fred's Pharmacy	 	132 South Main Street	 	 	 	Brundidge	 	AL	 	36010
	3568	 	Fred's Pharmacy	 	1128 Second Ave. NE	 	 	 	Fayette	 	AL	 	35555
	3578	 	Hudson Drug Store	 	600 Nuckolls Rd.	 	 	 	Bolivar	 	TN	 	38008
	3580	 	Burden Drug Center	 	418A West Central Avenue	 	 	 	Jamestown	 	TN	 	38556
	3582	 	Fred's Pharmacy	 	1524 Hospital Avenue	 	 	 	Franklin	 	LA	 	70538
	3584	 	Fred's Pharmacy	 	129 N. Pine Street	 	 	 	DeQuincy	 	LA	 	70633
	3586	 	Family Pharmacy	 	200 Marion Ave.	 	 	 	McComb	 	MS	 	39648
	3588	 	Fred's Pharmacy	 	808 NC Hwy 69	 	 	 	Hayesville	 	NC	 	28904
	3607	 	Fred's Pharmacy	 	101 W. Main Street	 	 	 	Easley	 	SC	 	29640
	3633	 	Fred's Xpress	 	40474 Hwy 45 S.	 	P.O. Box 60	 	Hamilton	 	MS	 	39746
	3637	 	Fred's Xpress	 	814  20th Street	 	 	 	Haleyville	 	AL	 	35565
	3643	 	Fred's Pharmacy	 	202 E. Starling St.	 	 	 	Greenville	 	MS	 	38701
	3647	 	Fred's Pharmacy	 	1221 East Union	 	 	 	Greenville	 	MS	 	38703
	3650	 	Fred's Xpress	 	2005 North Pine Ave.  P. O. Box 605	 	 	 	Heidelberg	 	MS	 	39439
	3653	 	Fred's Pharmacy	 	1427 South Main Street	 	 	 	Greenville	 	MS	 	38701
	3657	 	Fred's Pharmacy	 	1467 Hwy 1 South	 	 	 	Greenville	 	MS	 	38701
	3665	 	Fred's Xpress	 	118 Humphrey	 	P.O. Box 346	 	IttaBena	 	MS	 	38941
	3700	 	Fred's Xpress Pharmacy	 	1261 Military Street S.	 	 	 	Hamilton	 	AL	 	35570
	3709	 	Fred's Pharmacy	 	415 Mott Street	 	 	 	New Madrid	 	MO	 	63869
	3713	 	Fred's Pharmacy	 	1301 N. Roan Street	 	 	 	Johnson City	 	TN	 	37601
	3715	 	Fred's Pharmacy	 	115 Alabama Street	 	 	 	Columbus	 	MS	 	39702
	3737	 	Fred's Pharmacy	 	8525 US Hwy 60 West	 	 	 	Lewisport	 	KY	 	42351
	3763	 	Fred's Pharmacy	 	7818 Highway 613	 	 	 	Moss Point	 	MS	 	39563
	3773	 	Fred's Pharmacy	 	21361 Whyte Hardee Boulevard	 	P.O. Box 613	 	Hardeeville	 	SC	 	29927
	3783	 	Fred's Pharmacy	 	40 West Main Street	 	P.O. Box 910	 	Old Fort	 	NC	 	28762
	3793	 	Fred's Pharmacy	 	7072 Hwy 64	 	 	 	Oakland	 	TN	 	38060
	3860	 	Fred's Xpress	 	705 Plank Road Hwy 128 P. O. Box 5	 	 	 	St. Joseph	 	LA	 	71366
	3863	 	Fred's Pharmacy	 	405 North Main Street	 	 	 	Opp	 	AL	 	36467
	3867	 	Lovelace Drugs	 	801 Washington Avenue	 	 	 	Ocean Springs	 	MS	 	39564



  



    	20



    	 



    




 


	3870	 	Fred's Xpress	 	201 Lake View Drive Ste C	 	P. O. Box 189	 	Somerville	 	TN	 	38068
	3873	 	Fred's Pharmacy	 	205 N. Main Street	 	 	 	Sweetwater	 	TN	 	37874
	3877	 	Fred's Pharmacy	 	541 Jackson Blvd	 	 	 	Tarrant	 	AL	 	35217
	3885	 	Fred's Pharmacy	 	251 S. Washington	 	 	 	Ripley	 	TN	 	38063
	3887	 	Fred's Xpress  	 	2173 S. Lamar Blvd	 	 	 	Oxford	 	MS	 	38655
	3900	 	C & G Pharmacy	 	9311 Jefferson Hwy	 	 	 	River Ridge	 	LA	 	70123
	3903	 	Fred's Pharmacy	 	103 Hwy 48	 	 	 	Summerville	 	GA	 	30747
	3905	 	Fred's Pharmacy	 	4097 West Main St.	 	 	 	Soperton	 	GA	 	30457
	3910	 	Fred's Pharmacy	 	300 N. Congress Blvd.	 	 	 	Smithville	 	TN	 	37166
	3915	 	Fred's Pharmacy	 	101 West Commercial Ave.	 	 	 	Monterey	 	TN	 	38574
	3917	 	Fred's Pharmacy	 	640 Hwy 114 South	 	 	 	Scotts Hill	 	TN	 	38374
	3920	 	Fred's Xpress	 	801 East Jackson Street	 	P.O. Box 301	 	Union   	 	MS	 	39365
	3923	 	Fred's Pharmacy	 	6216 Highway 10	 	P.O. Box 70	 	Greensburg	 	LA	 	70441
	3925	 	Fred's Xpress	 	101 West Sweet Potato Ave.	 	P.O. Box 398	 	Vardaman	 	MS	 	38878
	3935	 	Fred's Xpress	 	502 West St. Louis Street	 	 	 	West Frankfort	 	IL	 	62896
	3937	 	Fred's Pharmacy	 	734 N. Greenwood Ave.	 	 	 	Ware Shoals	 	SC	 	29692
	3947	 	Fred's Pharmacy	 	717 Avenue G	 	 	 	Kentwood	 	LA	 	70444
	3957	 	Fred's Pharmacy	 	303 N. Hood Street	 	 	 	Lake Providence	 	LA	 	71254
	3959	 	Fred's Pharmacy	 	420 N. Main Street	 	 	 	Franklin	 	KY	 	42134
	3989	 	Big D's Discount Drugs	 	38 Oak Street	 	 	 	Jackson	 	GA	 	30233
	3991	 	Fred's Pharmacy	 	1850 Redmond Circle NW Ste. 200	 	 	 	Rome	 	GA	 	30165
	3993	 	Fred's Pharmacy	 	11997 S. Main Street	 	 	 	Trenton	 	GA	 	30752
	6015	 	Getwell Drug & Dollar	 	700 S. Main Street	 	 	 	Middleton	 	TN	 	38052
	6017	 	Getwell Drug & Dollar	 	6 East Second Ave.	 	 	 	Glenwood	 	GA	 	30428
	6019	 	Getwell Drug & Dollar	 	302 N. Main Street	 	 	 	Leland	 	MS	 	38756
	6021	 	Getwell Drug & Dollar	 	5705 Hwy 278	 	 	 	Sulligent	 	AL	 	35586
	6025	 	Getwell Drug & Dollar	 	206 Greensboro Ave.	 	 	 	Eutaw	 	AL	 	35462
	6027	 	Getwell Drug & Dollar	 	509 N. Main Street	 	 	 	Tompkinsville	 	KY	 	42167
	7600	 	Fred's Pharmacy	 	1039 Martin Luther King Drive	 	 	 	Marks	 	MS	 	38646
	7680	 	Fred's Pharmacy	 	626 22nd Avenue South	 	 	 	Meridian	 	MS	 	39301
	7780	 	Fred's Pharmacy	 	501 Tennessee Ave North	 	 	 	Parsons	 	TN	 	38363
	7840	 	Fred's Pharmacy	 	125 Main Street	 	 	 	Quitman	 	MS	 	39355
	8075	 	Fred's Pharmacy	 	2431 Clay Street  	 	 	 	Vicksburg	 	MS	 	39183







 




    	21



    	 



    

 


EXHIBIT B


 


[***]


  


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





 




    	22



    	 



    

 


EXHIBIT C


 


[***]


 





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


  




    	23



    	 



    

 


 


EXHIBIT D


 


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:
	 	 
	[***]	[***]


 


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
that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential
treatment.


  




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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 two (2) 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 reasonable 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 


 


If the Buyer’s returns during a
calendar quarter exceed 8.00% of the Buyer’s aggregate Net Purchases under the Agreement during the calendar quarter, Cardinal
Health may reasonably increase the restocking fees under this policy until such time as the Buyer’s returns decrease to
levels.


 


This policy is subject to change without
notice by Cardinal Healthas maybe deemed reasonably necessary or appropriate to comply with applicable federal and/or state regulations,
FDA guidelines, state law, and other restrictions applicable to returned products.


 




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EXHIBIT E


 


Returned Goods Policy for Unmerchantable
Product


 


General Policy


 


Cardinal Health and Buyer have agreed
to pursue a return process whereby Cardinal Health will assist Buyer in receiving value for certain unmerchantable Product. Product
which may not be returned pursuant to Cardinal Health's Standard Returned Goods Policy may be returned to an authorized manufacturer
through Inmar (the “Third Party”) pursuant to this policy. Products which are “unmerchantable”
include, but are not limited to, those items which Cardinal Health determines are not in “merchantable condition”
(as defined in Cardinal Health’s Returned Goods Policy), and the following:


 


A.           Any
item 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.


 


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


 


C.           Any
sterile or refrigerated Merchandise, unless Cardinal Health is specially assured that such Merchandise was properly stored and
protected at all times and such Merchandise is returned separately in a package marked as such and accompanied by a separate credit
request form.


 


D.           Any
low stability product, including EpogenTM, EminaseTM, or other products which are usually sensitive to temperature and
handling conditions.


 


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


 


Product in “unmerchantable condition”
may generally be returned to vendors (a) with which Cardinal Health has a current relationship, (b) are not either insolvent or
subject to a petition in bankruptcy, or (c) which do not have an outstanding balance due Cardinal Health at the date on which
such Product is submitted for return (each such vendor, an “Active Manufacturer”). Unmerchantable Product may
only be returned through the Third Party in accordance with the terms and conditions described in this policy. Cardinal
Health will provide the Third Party with a current list of all Active Manufacturers. The Third Party must enter into a Confidentiality
Agreement, in a form acceptable to Cardinal Health, prior to accepting any returns from Buyer.


 


Procedures for Returns 


 


Buyer and Cardinal Health will notify
each Active Manufacturer of their relationship as buyer/wholesaler. Buyer will send all returns of unmerchantable Product to the
Third Party. The amount identified by the Third Party as the amount to which Buyer is entitled in exchange for the return will
be determined in accordance with the return policy of the applicable Active Manufacturer as described in the Third Party’s
database. Buyer will instruct the Third Party to provide Cardinal Health with documentation (either in paper or electronic format)
to substantiate each debit memo submitted to Active Manufacturers on behalf of Buyer.


 


Buyer will instruct each Active Manufacturer
to issue any and all credits to Cardinal Health for Merchandise that was purchased by Buyer from Cardinal Health and is returned
through the Third Party in unmerchantable condition, and to reference the debit memo number corresponding to the debit memo prepared
by the Third Party. Buyer and Cardinal Health acknowledge that Buyer will handle, without Cardinal Health’s involvement,
all matters relating to returns to manufacturers with which Buyer has a direct contracting relationship (whether or not such manufacturer
is an Active Manufacturer).


 






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Within thirty (30) days after Cardinal
Health’s receipt of a report from the Third Party that details the debit memoranda submitted by the Third Party to Active
Manufacturers during the applicable period, Cardinal Health shall pay to Buyer an amount equal to[***] of the returnable value
of each debit memo submitted by the Third Party to an Active Manufacturer on behalf of Buyer during the applicable period. Each
such payment shall be made to Buyer by Cardinal Health in the form of credit memo. The parties hereby expressly acknowledge and
agree that, following such payment by Cardinal Health to Buyer for a given debit memo: (i) Buyer shall not be entitled to receive
any credits that Cardinal Health receives from the Active Manufacturers with respect to such returns and (ii) that Buyer shall
not be liable in the event that Cardinal Health does not receive credit (or adequate credit) from a given Active Manufacturer
with respect to a given debit memo.


 


If Buyer directly receives any value from
a manufacturer for Merchandise for which Buyer has received value from Cardinal Health under this Policy, Buyer shall provide
written notice of such value to Cardinal Health within five (5) business days after receipt. Any such written notice shall identify:
(i) the products for which value was received, (ii) the value received by Buyer for each such product, and (iii) the debit memo
number corresponding to the original debit memo prepared by the Third Party that contained the products for which value was received.
In such an instance, the amount of the value directly received by Buyer shall be deducted from the amount of the immediately following
Third Party returns credit provided to Buyer by Cardinal Health under this Policy.


 


Cardinal Health will pay the Third Party
directly for the Third Party’s fees associated with returns made by Buyer under this Returned Goods Policy for Unmerchantable
Product. Buyer will promptly notify Cardinal Health of any material revisions to the agreement between Buyer and the Third Party.


 


To the extent that Buyer desires to return
Product to a supplier which is not an approved Active Manufacturer, Cardinal Health will credit Buyer’s account only after
Cardinal Health receives payment either through check, money order or wire transfer. If check, wire transfer or any other payment
method is employed which does not guarantee Cardinal Health immediately available funds, Cardinal Health will credit Buyer’s
account only upon receiving such funds in Cardinal Health’s account.


 


Buyer may not offset payments due from
Buyer to Cardinal Health for Product purchases against any amounts Buyer deems are due and owing pursuant to this Third Party
Returned Goods Policy.


 


Cardinal Health may modify this Third
Party Returned Goods Policy in its reasonable discretion from time to time.


 





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





 




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EXHIBIT F


 


 


 





Compliance Representations and Warranties
for Customers


 


______________________________ [Insert
full, legal name of Customer] (“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 reasonably 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. In the
event such action(s) occur and when requested by Buyer, Cardinal Health shall discuss with Buyer Cardinal Health’s reasons
for suspending, terminating or otherwise limiting the distribution of controlled substances, listed chemicals or other products
in an attempt to determine whether such restrictions may be mitigated.


 


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 


 








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