PERNIX THERAPEUTICS HOLDINGS, INC. (Form: 10-Q, Received: 11/10/2016 16:46:07)

EXHIBIT 3.1

ARTICLES OF INCORPORATION

PERNIX THERAPEUTICS HOLDINGS, INC.

As in effect on March 10, 2010

ARTICLE I

NAME

The name of the corporation (which is hereinafter called the “ Corporation ”) is:

Pernix Therapeutics Holdings, Inc.

ARTICLE II

PURPOSES

(a) The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the General Laws of the State of Maryland now or hereafter in force.

(b) The foregoing enumerated purposes and objects shall be in no way limited or restricted by reference to, or inference from, the terms of any other clause of this or any other Article of these Articles of Incorporation of the Corporation (this “ Charter ”), and each shall be regarded as independent; and they are intended to be and shall be construed as powers as well as purposes and objects of the Corporation and shall be in addition to and not in limitation of the general powers of corporations under the General Laws of the State of Maryland.

ARTICLE III

PRINCIPAL OFFICE IN MARYLAND

AND RESIDENT AGENT

The post office address of the principal office of the Corporation in the State of Maryland is The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202. The name of the resident agent of the Corporation in the State of Maryland is The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202. Said resident agent is a resident of the State of Maryland.

ARTICLE IV

SHARES OF CAPITAL STOCK

SECTION 1. Authorized Shares of Capital Stock.

(a) Authorized Shares . The total number of shares of capital stock of all classes that the Corporation has authority to issue is one hundred million (100,000,000) shares of capital stock (par value one cent ($.01) per share), consisting of (i) ninety million (90,000,000) shares of common stock, par value one cent ($.01) per share (the “ Common Stock ”), and (ii) ten million (10,000,000) shares of preferred stock, par value one cent ($.01) per share (the “ Preferred Stock ”). The Preferred Stock includes one million (1,000,000) shares of Series B Junior Participating Stock, par value one cent ($.01) per share (the “ Series B ”). The remainder of the Preferred Stock may be issued in one or more classes as described in Section 3(b) of this Article IV . The Common Stock and each class of the Preferred Stock shall each constitute a separate class of capital stock of the Corporation. The Board of Directors may classify and reclassify any unissued shares of capital stock in accordance with Section 4 of this Article IV .

(b) Terminology and Aggregate Par Value . The Common Stock and Preferred Stock are collectively referred to herein as the “ Equity Shares ”. The aggregate par value of all the Corporation’s authorized Equity Shares having par value is $1,000,000.

SECTION 2. Common Stock. Subject to the provisions of Section 3 of this Article IV , the Common Stock shall have the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption and such other rights as may be afforded by law.

(a) Voting Rights . Except as may otherwise be required by law, each holder of Common Stock shall have one vote in respect of each share of Common Stock on all actions to be taken by the stockholders of the Corporation, and, except as otherwise provided in Section 3 of this Article IV or in respect of any class of stock, hereafter classified or reclassified, the exclusive voting power for all purposes shall be vested in the holders of the Common Stock.

(b) Dividend Rights . Subject to the provisions of law, Section 3 of this Article IV and any preferences of any class of stock hereafter classified or reclassified, dividends, including dividends payable in shares of another class of the Corporation’s stock, may be paid on the Common Stock of the Corporation at such time and in such amounts as the Board of Directors may deem advisable and the holders of the Common Stock shall share ratably in any such dividends, in proportion to the number of shares of Common Stock held by them respectively, on a share for share basis.

(c) Liquidation Rights . In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary of involuntary, the holders of the Common Stock shall be entitled, after payment or provision for payment of the debts and other liabilities of the Corporation and the amount to which the holders of the Series B and the holders of any class of capital stock hereafter classified or reclassified having a preference on distributions in the liquidation, dissolution or winding up on the Corporation are entitled, together with the holders of the Series B and the holders of any other class of capital stock hereafter classified or reclassified not having a preference on distributions in the liquidation, dissolution or winding up of the Corporation, to share ratably in the remaining net assets of the Corporation.

(d) Stock Exchange Transactions . Notwithstanding any provisions contained herein to the contrary, nothing in this Charter shall preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange or the American Stock Exchange.

SECTION 3. Preferred Shares .

(a) Series B Junior Participating Preferred Stock . The Series B shall have the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption and such other rights as may be afforded by law.

(i) Dividends and Distributions .

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of the Series B with respect to dividends, the holders of shares of the Series B shall be entitled to receive, when, as and if authorized and declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the 15th day of January, April, July and October in each year, or the next following business day, if such day is not a business day (each such date being referred to herein as a “ Quarterly Dividend Payment Date ”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of the Series B, in an amount per share (rounded to the nearest cent) equal to the greater of (1) $1.00, or (2) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series B. In the event the Corporation shall at any time after September 6, 1999 (the “ Rights Record Date ”) (x) authorize and declare any dividend on the Common Stock payable in shares of the Common Stock, (y) subdivide the outstanding Common Stock, or (z) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of the Series B were entitled immediately prior to such event under clause (2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall authorize and declare a dividend or distribution on the Series B as provided in Section 3(a)(i)(A) of this Article IV immediately after it authorizes and declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been authorized and declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series B shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of the Series B from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of the Series B, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of the Series B entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of the Series B in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of the Series B entitled to receive payment of a dividend or distribution authorized and declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

(ii) Voting Rights . The holders of shares of the Series B shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of the Series B shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the holders of the Common Stock. In the event the Corporation shall at any time after the Rights Record Date (1) authorize and declare any dividend on Common Stock payable in shares of Common Stock, (2) subdivide the outstanding Common Stock, or (3) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of the Series B were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein, the holders of shares of the Series B and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of holders of the Common Stock.

(1) If at any time dividends on any of the Series B shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “ Default Period ”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of the Series B then outstanding shall have been authorized and declared and paid or set apart for payment. During each Default Period, all holders of Preferred Stock (including holders of the Series B) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) directors.

(2) During any Default Period, such voting right of the holders of the Series B may be exercised initially at a special meeting called pursuant to Section 3(a)(ii)(C)(3) of this Article IV or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of directors, be exercised unless the holders of ten percent (10%) in number of shares of Preferred Stock outstanding be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing Default Period, they shall have the right, voting as a class, to elect directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) directors or, if such right is exercised at an annual meeting, to elect two (2) directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect directors in any Default Period and during the continuance of such period, the number of directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series B.

(3) Unless the holders of Preferred Stock shall, during an existing Default Period, have previously exercised their right to elect directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the President, a Vice-President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this Section 3(a)(ii)(C)(3) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this Section 3(a)(ii)(C)(3) , no such special meeting shall be called during the period within 60 days immediately preceding the date or the first day of the period, as the case may be, fixed by the Bylaws of the Corporation for the next annual meeting of the stockholders.

(4) In any Default Period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of directors until the holders of Preferred Stock shall have exercised their right to elect two (2) directors voting as a class, after the exercise of which right (x) the directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the Default Period, whichever happens first, and (y) any vacancy in the Board of Directors may (except as provided in Section 3(a)(ii)(C)(2) of this Article IV ) be filled by vote of a majority of the remaining directors theretofore elected by the holders of the class of stock which elected the director whose office shall have become vacant. References in this Section 3(a)(ii)(C) to directors elected by the holders of a particular class of stock shall include directors elected by such directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(5) Immediately upon the expiration of a Default Period, (x) the right of the holders of Preferred Stock as a class to elect directors shall cease, (y) the term of any directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of directors shall be such number as may be provided for in this Charter or Bylaws irrespective of any increase made pursuant to the provisions of Section 3(a)(ii)(C)(2) of this Article IV (such number being subject, however, to change thereafter in any manner provided by law or in this Charter or Bylaws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining directors.

(D) Except as set forth herein, holders of the Series B shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

(iii) Certain Restrictions .

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series B as provided in Section 3(a)(i) of this Article IV are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not authorized or declared, on shares of the Series B outstanding shall have been paid in full, the Corporation shall not:

(1) authorize or declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B;

(2) authorize or declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B, except dividends paid ratably on the Series B and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(3) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B; or

(4) purchase or otherwise acquire for consideration any shares of the Series B, or any shares of stock ranking on a parity with the Series B, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under Section 3(a)(iii)(A) of this Article IV , purchase or otherwise acquire such shares at such time and in such manner.

(iv) Reacquired Shares . Any shares of the Series B purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

(v) Liquidation, Dissolution or Winding Up .

(A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B unless, prior thereto, the holders of shares of the Series B shall have received an amount equal to $100 per share of Series B, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not authorized or declared, to the date of such payment (the “ Series B Liquidation Preference ”). Following the payment of the full amount of the Series B Liquidation Preference, no additional distributions shall be made to the holders of shares of the Series B unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “ Common Adjustment ”) equal to the quotient obtained by dividing (1) the Series B Liquidation Preference by (2) 100 (as appropriately adjusted as set forth in Section 3(a)(v)(C) of this Article IV to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (2), the “ Adjustment Number ”). Following the payment of the full amount of the Series B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of the Series B and Common Stock, respectively, holders of the Series B and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to l with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. The merger or consolidation of the Corporation, regardless of whether the Corporation is the surviving entity in such merger or consolidation, shall not be deemed to be the liquidation, dissolution or winding up of the Corporation.

(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series B, then such remaining assets shall be distributed ratably in the same proportion as the respective amounts that would be payable on such Series B and any such other parity stock if all amounts payable thereon were paid in full. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(C) In the event the Corporation shall at any time after the Rights Record Date (1) declare any dividend on Common Stock payable in shares of Common Stock, (2) subdivide the outstanding Common Stock, or (3) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(vi) Consolidation, Merger, Etc . If the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of the Series B shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Record Date (1) declare any dividend on Common Stock payable in shares of Common Stock, (2) subdivide the outstanding Common Stock, or (3) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of the Series B shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(vii) No Redemption . The shares of the Series B shall not be redeemable.

(viii) Ranking .

(A) The Series B shall rank junior to all other series of the Corporation's Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

(B) The liquidation preference of the outstanding shares of the Series B will not be added to the liabilities of the Corporation for the purpose of determining whether under the Maryland General Corporation Law a distribution may be made to stockholders of the Corporation whose preferential rights upon dissolution of the Corporation are junior to those of holders of the Series B.

(ix) Amendment . At any time when any shares of the Series B are outstanding, this Charter shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series B so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of the Series B, voting separately as a class; provided that none of (A) the creation or issuance of (1) additional shares of the Series B, or (2) shares of any class or series of Preferred Stock ranking junior to or on parity with the Series B as to the payment of dividends and the distribution of assets, (B) a merger or consolidation in which the Corporation is the surviving entity and the Series B remains outstanding with no material adverse change in its powers, preferences and special rights, or (C) a merger or consolidation in which the Corporation is not the surviving entity and the holders of the Series B receive in exchange therefor a substantially identical security of the surviving entity, shall be considered to materially adversely alter or change the powers, preferences or special powers of the Series B.

(x) F ractional Shares . The Series B may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of the Series B.

(xi) Certificate Legend . The Board of Directors may authorize the issue of some or all of the shares (including fractional shares) of the Series B without certificates. If issued in certificated form, each share (including each fractional share) of the Series B shall bear substantially the following legend in addition to any legends required to comply with federal and state securities laws:

THE CORPORATION IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE CORPORATION WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFORE, A COPY OF THE CORPORATION'S CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO THE DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION HAS THE AUTHORITY TO ISSUE AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

(b) The Preferred Stock may be issued from time to time in one or more classes. The Board of Directors is expressly authorized, in the resolution or resolutions providing for the issuance of any wholly unissued class of Preferred Stock, to fix, state and express the powers, rights, designations, preferences, qualifications, limitations and restrictions thereof, including without limitation (i) the rate of dividends upon which and the times at which dividends on shares of such class shall be payable and the preference, if any, which such dividends shall have relative to dividends on shares of any other class or classes of stock of the Corporation, (ii) whether such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which dividends on shares of such class shall be cumulative, (iii) the voting rights, if any, to be provided for shares of such class, (iv) the rights, if any, which the holders of shares of such class shall have in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, (v) the rights, if any, which the holders of shares of such class shall have to convert such shares into or exchange such shares for shares of stock of the Corporation, and the terms and conditions, including price and rate of exchange of such conversion or exchange, (vi) the redemption rights (including sinking fund provisions), if any, for shares of such class, and (vii) such other powers, rights, designations, preferences, qualifications, limitations and restrictions as the Board of Directors may desire to so fix. The Board of Directors is also expressly authorized to fix the number of shares constituting such class and to increase or decrease the number of shares of any class prior to the issuance of shares of that class and to increase or decrease the number of shares of any class subsequent to the issuance of shares of that class, but not to decrease such number below the number of shares of such class then outstanding. In case the number of shares of any class shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such class.

SECTION 4. Classification and Reclassification of Capital Stock .

(a) Subject to the foregoing provisions of this Article IV , the power of the Board of Directors to classify and reclassify any of the unissued shares of capital stock shall include, without limitation, subject to the provisions of this Charter, authority to classify or reclassify any unissued shares of such stock into a class or classes of preferred stock, preference stock, special stock or other stock, by determining, fixing or altering one or more of the following:

(i) The distinctive designation of such class and the number of shares to constitute such class, provided that, unless otherwise prohibited by the terms of such or any other class, the number of shares of any class may be decreased by the Board of Directors in connection with any classification or reclassification of unissued shares and the number of shares of such class may be increased by the Board of Directors in connection with any such classification or reclassification, and any shares of any class which have been redeemed, purchased, otherwise acquired or converted into Common Stock or any other class shall become part of the authorized capital stock and be subject to classification and reclassification as provided in this Section 4 of Article IV .

(ii) Whether or not and, if so, the rates, amounts and times at which, and the conditions under which, dividends shall be payable on shares of such class, whether any such dividends shall rank senior or junior to or on a parity with the dividends payable on any other class of stock, and the status of any such dividends as cumulative, cumulative to a limited extent or non-cumulative and as participating or non- participating.

(iii) Whether or not shares of such class shall have voting rights, in addition to any voting rights provided by law and, if so, the terms of such voting rights.

(iv) Whether or not shares of such class shall have conversion or exchange privileges and, if so, the terms and conditions thereof, including provision for adjustment of the conversion or exchange rate in such events or at such times as the Board of Directors shall determine.

(v) Whether or not shares of such class shall be subject to redemption and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; and whether or not there shall be any sinking fund or purchase account in respect thereof, and if so, the terms thereof.

(vi) The rights of the holders of shares of such class upon the liquidation, dissolution or winding up of the affairs of, or upon any distribution of the assets of, the Corporation, which rights may vary depending upon whether such liquidation, dissolution or winding up is voluntary or involuntary and, if voluntary, may vary at different dates, and whether such rights shall rank senior or junior to or on a parity with such rights of any other class of stock.

(vii) Whether or not there shall be any limitations applicable, while shares of such class are outstanding, upon the payment of dividends or making of distributions on, or the acquisition of, or the use of moneys for purchase or redemption of, any stock of the Corporation, or upon any other action of the Corporation, including action under this Section 4 of Article IV , and, if so, the terms and conditions thereof.

(viii) Any other preferences, rights, restrictions, including restrictions on transferability, and qualifications of shares of such class, not inconsistent with law and this Charter of the Corporation.

(b) For the purposes hereof and of any articles supplementary to this Charter providing for the classification or reclassification of any shares of capital stock or of any other Charter document of the Corporation (unless otherwise provided in any such articles or document), any class of stock of the Corporation shall be deemed to rank:

(i) prior to another class either as to dividends or upon liquidation, if the holders of such class shall be entitled to the receipt of dividends or of amounts distributable on liquidation, dissolution or winding up, as the case may be, in preference or priority to holders of such other class;

(ii) on a parity with another class either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation price per share thereof be different from those of such others, if the holders of such class of stock shall be entitled to receipt of dividends or amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or redemption or liquidation prices, without preference or priority over the holders of such other class; and

(iii) junior to another class either as to dividends or upon liquidation, if the rights of the holders of such class shall be subject or subordinate to the rights of the holders of such other class in respect of the receipt of dividends or the amounts distributable upon liquidation, dissolution or winding up, as the case may be.

SECTION 5. Settlement. Nothing in this Article IV shall be interpreted to preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange, the American Stock Exchange, any other national securities exchange or The Nasdaq National Market system, but the Equity Shares which are the subject of such transaction shall continue to be subject to the terms of this Article IV subsequent to such settlement.

SECTION 6. BOARD OF DIRECTORS’ AUTHORITY TO EFFECT REVERSE STOCK SPLITS. . Notwithstanding any other provision of these Articles of Incorporation, to the fullest extent permitted under applicable law, the board of directors of the Corporation shall have the power to effect, without stockholder action or approval, any reverse stock split.

ARTICLE V

THE BOARD OF DIRECTORS

SECTION 1. Number and Qualification of Directors. The business and affairs of the Corporation shall be managed by a Board of Directors which may exercise all of the powers of the Corporation except those conferred on, or reserved to, the stockholders hereunder, under the Bylaws or by law. The current number of seats on the Board of Directors is seven (7), which number may be increased or decreased pursuant to the Bylaws of the Corporation but in no event shall be less than the minimum number required by the general laws of the State of Maryland. A director need not be a stockholder of the Corporation. The names of the directors who will serve until the next annual meeting and until their successors are elected and qualify are as follows:

W. Bradley Blair, II

Jan H. Loeb

Nauman S. Toor

Edward L. Wax

Michael C. Pearce

SECTION 2. Removal of Directors. Any director may be removed with or without cause by the affirmative vote of stockholders holding not less than 66-2/3% of all votes entitled to be cast for the election of directors, subject to any rights granted to any class of Preferred Stock.

SECTION 3. Filling Vacancies. Except in the case of a vacancy on the Board of Directors among the directors elected by a class of Equity Shares other than Common Stock, any vacancy on the Board of Directors may be filled by the affirmative vote of the remaining directors (except that a vacancy which results from an increase in the number of directors may be filled by a majority of the entire Board of Directors), and, in the case of a vacancy resulting from the removal of a director, by the stockholders by the vote of a majority of the votes entitled to be cast in the election of directors, subject to any rights granted to any class of Preferred Stock.

SECTION 4. No Cumulative Voting. Stockholders shall not be entitled to cumulative voting rights with respect to the election of directors.

SECTION 5. Reserved Powers of the Board of Directors. The enumeration and definition of particular powers of the Board of Directors included in the foregoing provisions of this Article V or the provisions of Article VI of this Charter shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of this Charter of the Corporation, or construed as or deemed by inference or otherwise in any manner to exclude or limit any powers conferred upon the Board of Directors under the General Laws of the State of Maryland now or hereafter in force.

SECTION 6. Independent Directors .

(a) Except during a period not to exceed sixty (60) days following the death, resignation, incapacity or removal from office of a Director prior to the expiration of the Director’s term of office, a majority of the Directors shall be Independent Directors at all times.

(b) An Independent Director shall be a person who is not: (i) an officer or employee of the Corporation, or (ii) an Affiliate of (w) any advisor to the Corporation under an advisory agreement, (x) any lessee or management company operating any property of the Corporation, (y) any subsidiary of the Corporation, or (z) any partnership which is an Affiliate of the Corporation.

(c) For purposes of this Section 6 of Article V , an “ Affiliate ” of a person or entity shall mean (i) any person that, directly or indirectly, controls or is controlled by or is under common control with such person, (ii) any other person that owns, beneficially, directly or indirectly, five percent (5%) or more of the outstanding capital shares, shares or equity interests of such person, or (iii) any officer, director, employee, partner or trustee of such person or any person controlling, controlled by or under common control with such person (excluding trustees and persons serving in similar capacities who are not otherwise an Affiliate of such person).

The term “ person ” means and includes individuals, corporations, general and limited partnerships, stock companies or associations, joint ventures, associations companies, trusts, banks, trust companies, last trusts, business trusts or other entities and governments and agencies and political subdivisions thereof. For the purposes of this definition, “ control ” (including the correlative meanings of the terms “ controlled by ” and “ under common control with ”, as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, through the ownership of voting securities, partnership interests or other equity interests.

(d) Notwithstanding the foregoing requirement that a majority of the directors be Independent Directors, no action otherwise validly taken by the Board of Directors during a period in which a majority of its members are not Independent Directors shall be invalidated or otherwise affected by such circumstance, nor shall such circumstance subject the directors taking any such action to a higher standard of care or to liability other than that which would have applied to such action had a majority of the members of the Board of Directors been Independent Directors at the time such action was taken.

ARTICLE VI

PROVISIONS FOR DEFINING, LIMITING AND REGULATING

CERTAIN POWERS OF THE CORPORATION AND OF THE

STOCKHOLDERS AND DIRECTORS

The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation and of the directors and stockholders:

SECTION 1. Board Authorization of Share Issuances . The Board of Directors is hereby empowered to authorize the issuance from time to time of shares of any class of Equity Shares, whether now or hereafter authorized, or securities convertible into any class of Equity Shares, whether now or hereafter authorized, for such consideration as may be deemed advisable by the Board of Directors and without any action by the stockholders.

SECTION 2. No Preemptive Rights . Except as provided by the Board of Directors in authorizing the issuance of Preferred Stock pursuant to Section 3(b) of Article IV, no holder of any stock or any other securities of the Corporation, whether now or hereafter authorized, shall have any preemptive right to subscribe to or purchase (a) any shares of capital stock of the Corporation, (b) any warrants, rights or options to purchase any such shares, or (c) any other securities of the Corporation or obligations convertible into any shares of capital stock of the Corporation or such other securities or into warrants, rights or options to purchase any such shares or other securities.

SECTION 3. Powers of the Board of Directors .The Board of Directors of the Corporation shall, consistent with applicable law, have the power in its sole discretion to determine from time to time in accordance with sound accounting practice or other reasonable valuation methods what constitutes annual or other net profits, earnings, surplus or net assets in excess of capital; to fix and vary from time to time the amount to be reserved as working capital, or determine that retained earnings or surplus shall remain in the hands of the Corporation; to set apart out of any funds of the Corporation such reserve or reserves in such amount or amounts and for such proper purpose or purposes as it shall determine and to abolish any such reserve or any part thereof; to distribute and pay distributions or dividends in stock, cash or other securities or property, out of surplus or any other funds or amounts legally available therefor, at such times and to the stockholders of record on such dates as it may, from time to time, determine; and to determine whether and to what extent and at what times and places and under what conditions and regulations the books, accounts and documents of the Corporation, or any of them, shall be open to the inspection of stockholders, except as otherwise provided by statute or by the Bylaws of the Corporation, and, except as so provided, no stockholder shall have any right to inspect any book, account or document of the Corporation unless authorized so to do by resolution of the Board of Directors.

SECTION 4. Related Party Transactions . Without limiting any other procedures available by law or otherwise to the Corporation, the Board of Directors may authorize any agreement or transaction with any Person, corporation, association, company, trust, partnership (limited or general) or other organization, although one or more of the directors or officers of the Corporation may be a party to any such agreement or an officer, director, stockholder or member of such other party (an “ Interested Officer/Director ”), and no such agreement or transaction shall be invalidated or rendered void or voidable solely by reason of the existence of any such relationship if (a) the existence is disclosed or known to the Board of Directors, and the contract or transaction is authorized, approved or ratified by the affirmative vote of a majority of the directors, excluding the Interested Officers/Directors, (b) the existence is disclosed to the stockholders entitled to vote, and the contract or transaction is authorized, approved or ratified by a majority of the votes entitled to be cast by the stockholders, other than the votes of the shares held of record by the Interested Officers/Directors, or (c) the contract or transaction of fair and reasonable to the Corporation. Any Interested Officer/Director of the Corporation or the stock owned by them or by a corporation, association, company, trust, partnership (limited or general) or other organization in which an Interested Officer/Director may have an interest, may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee of the Board of Directors or at a meeting of the stockholders, as the case may be, at which the contract or transaction is authorized, approved or ratified.

ARTICLE VII

INDEMNIFICATION

AND LIMITATION OF LIABILITY

SECTION 1. Indemnification .

(a) Indemnification of Agents . The Corporation shall indemnify, in the manner and to the fullest extent permitted by law, any person (or the estate of any person) who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or such director or officer is or was serving at the request of the Corporation as a director, officer, agent, trustee, partner or employee of another corporation, partnership, joint venture, limited liability company, trust, real estate investment trust, employee benefit plan or other enterprise. To the fullest extent permitted by law, the indemnification provided herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement and any such expenses shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding. The Corporation shall indemnify other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation’s Bylaws and be permitted by law. Any repeal or modification of this Section 1(a) by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any right to indemnification or advancement of expenses hereunder existing at the time of such repeal or modification.

(b) Insurance . The Corporation shall, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against such person.

(c) Indemnification Non- Exclusive . The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

SECTION 2. Limitation of Liability . To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted from time to time, no director or officer of this Corporation shall be personally liable to the Corporation or its stockholders, or any of them, for money damages. No amendment of this Charter or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.

ARTICLE VIII

AMENDMENTS

SECTION 1. Right to Amend Charter . The Corporation reserves the right from time to time to make any amendments to this Charter which may now or hereafter be authorized by law, including any amendments changing the terms or contract rights, as expressly set forth in this Charter, of any of its outstanding stock by classification, reclassification or otherwise.

SECTION 2. Amendment to the Charter of the Corporation . Notwithstanding any provision of law to the contrary, except as otherwise specifically provided in Section 3 of this Article VIII , the affirmative vote of a majority of all votes entitled to be cast by the stockholders of the Corporation shall be sufficient, valid and effective, after due authorization, approval or advice by the Board of Directors, to approve and authorize any amendment to this Charter.

SECTION 3. Certain Amendments Requiring Special Stockholder Vote .

(a) Notwithstanding any other provisions of this Charter or Bylaws of the Corporation (and in addition to any other vote, approval, authorization or advice, including that of the Board of Directors, that may be required by law, this Charter or the Bylaws of the Corporation), the affirmative vote of stockholders holding at least two-thirds (66-2/3%) of all of the votes entitled to be cast thereon shall be required to amend, alter, change, repeal or adopt any provisions inconsistent with the provisions of this Section 2 of Article V (removal of directors), Section 4 of Article V (no cumulative voting), Section 6 of Article V (Independent Directors), Section 2 of Article VI (preemptive rights), Article VII and Article VIII .

(b) The Board of Directors shall take no action to amend the provisions of Article IV until such time as (i) the Board of Directors adopts a resolution recommending that the Corporation amend Article IV , (ii) the Board of Directors presents the resolution at an annual or special meeting of the stockholders, and (iii) such resolution is approved by at least two-thirds (66-2/3%) of all of the votes entitled to be cast on the matter.

ARTICLE IX

DURATION OF CORPORATION

The duration of the Corporation shall be perpetual.

Exhibit 3.1

PERNIX THERAPEUTICS HOLDINGS, INC.

ARTICLES OF AMENDMENT

Pernix Therapeutics Holdings, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation (the “Department”) of Maryland that:

FIRST : The charter of the Corporation as currently in effect (the “Charter”) is hereby amended by deleting therefrom in its entirety the first sentence of Section 1(a) of Article IV and inserting in lieu thereof a new sentence to read as follows:

The total number of shares of capital stock of all classes that the Corporation has authority to issue is One Hundred Fifty Million (150,000,000) shares of capital stock (par value one cent ($.01) per share), consisting of (i) One Hundred Forty Million (140,000,000) shares of common stock, par value one cent ($.01) per share (the “ Common Stock ”), and (ii) Ten Million (10,000,000) shares of preferred stock, par value one cent ($.01) per share (the “ Preferred Stock ”).

SECOND : The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 100,000,000 shares of stock, consisting of 90,000,000 shares of Common Stock, $0.01 par value per share, and 10,000,000 shares of Preferred Stock, $0.01 par value per share, which includes 1,000,000 shares of Series B Junior Participating Stock. The aggregate par value of all authorized shares of stock having par value was $1,000,000.

THIRD : The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 150,000,000 shares of stock, consisting of 140,000,000 shares of Common Stock, $0.01 par value per share, and 10,000,000 shares of Preferred Stock, $0.01 par value per share, which includes 1,000,000 shares of Series B Junior Participating Stock. The aggregate par value of all authorized shares of stock having par value is $1,500,000.

FOURTH : The foregoing amendment of the Charter of the Corporation has been advised by the Board and approved by the stockholders of the Corporation.

FIFTH : The information required by Section 2- 607(b)(2)(i) of the Maryland General Corporation Law was not changed by these Articles of Amendment.

SIXTH : These Articles of Amendment shall become effective upon filing with the Department.

SEVENTH : The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

[The remainder of this page has been left blank intentionally.]

IN WITNESS WHEREOF, Pernix Therapeutics Holdings, Inc., has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary on this 22nd day of July, 2015.

	PERNIX THERAPEUTICS HOLDINGS, INC.

	By:	/s/ Douglas L. Drysdale
		Name: Douglas L. Drysdale
		Title: President

	ATTEST:

	By:	/s/ Barry J. Siegel
		Name: Barry J. Siegel
		Title: Secretary

Exhibit 3.1

PERNIX THERAPEUTICS HOLDINGS, INC.

ARTICLES OF AMENDMENT
EFFECTING 1-for-10 REVERSE STOCK SPLIT

PERNIX THERAPEUTICS HOLDINGS, INC., a Maryland corporation having its principal office in Baltimore City , Maryland (the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST: The charter of the Corporation is hereby amended by changing and reclassifying each of the shares of Common Stock (par value $0.01 per share) of the Corporation, which is issued and outstanding at the close of business on the effective date of this amendment, into one-tenth of a share of Common Stock (par value $0.01 per share) and by transferring from the common stock account to the additional paid-In capital account $0.01 with respect to each share which will no longer remain outstanding after this change and reclassification, such change, reclassification and combination to be made as a 1-for-10 reverse stock split.

SECOND: The directors of the Corporation, at a meeting duly noticed and held, adopted and approved the foregoing amendment by the vote required under Maryland law and the charter and bylaws of the Corporation. Pursuant to Section 2-309(e) of the Corporations and Associations Article of the Annotated Code of Maryland, stockholder approval of this charter amendment is not required.

THIRD: The Corporation has a class of equity securities registered under the Securities Exchange Act of 1934, as amended.

FOURTH: These Articles of Amendment and the reverse stock split effected hereby shall become effective at 4:01 pm on October 13, 2016.

FIFTH: The undersigned Chief Executive Officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, Pernix Therapeutics Holdings, Inc. has caused these presents to be signed in its name and on its behalf by its Chief Executive Officer this 13th day of October, 2016.

ATTEST:

/s/ Graham Miao
Secretary

PERNIX THERAPEUTICS HOLDINGS, INC.

By /s/ John A. Sedor
Chief Executive Officer

EXHIBIT 3.2

BYLAWS

PERNIX THERAPEUTICS HOLDINGS, INC.

(in effect as of March 10, 2010)

TABLE OF CONTENTS

ARTICLE I Offices		1

Section 1.	Principal Office	1
Section 2.	Additional Offices	1
Section 3.	Fiscal and Taxable Years	1

ARTICLE II Definitions		1

ARTICLE III Meetings of Stockholders		1

Section 1.	Place	1
Section 2.	Annual Meeting	1
Section 3.	Special Meetings	3
Section 4.	Notice	3
Section 5.	Organization	3
Section 6.	Quorum	3
Section 7	Voting	3
Section 8.	Proxies	3
Section 9.	Voting of Shares by Certain Holders	4
Section 10.	Inspectors	4
Section 11.	Determination of Stockholders of Record	4
Section 12.	Action Without a Meeting	5
Section 13.	Voting by Ballot	5
Section 14.	Control Share Acquisition Statute	5


ARTICLE IV Directors		5

Section 1.	General Powers	5
Section 2.	Number, Tenure and Qualifications	5
Section 3.	Changes in Number; Vacancies	5
Section 4.	Resignations	6
Section 5.	Removal of Directors	6
Section 6.	Annual and Regular Meetings	6
Section 7.	Special Meetings	6
Section 8.	Notice	6
Section 9.	Quorum	6
Section 10.	Voting	7
Section 11.	Telephone Meetings	7
Section 12.	Action Without a Meeting	7
Section 13.	Compensation	7

ARTICLE V Committees		7

Section 1.	Committees of the Board	7
Section 2.	Telephone Meetings	8
Section 3.	Action By Committees Without a Meeting	8

ARTICLE VI Officers		8

Section 1.	General Provisions	8
Section 2.	Subordinate Officers, Committees and Agents	8
Section 3.	Removal and Resignation	8
Section 4.	Vacancies	8
Section 5.	General Powers	8
Section 6.	Chief Executive Officer	8

Section 7.	Chief Operating Officer	9
Section 8.	Chairman and Vice Chairman of the Board	9
Section 9.	President	9
Section 10.	Vice Presidents	9
Section 11.	Secretary	9
Section 12.	Chief Financial Officer or Treasurer	9
Section 13.	Assistant Secretaries and Assistant Treasurers	9
Section 14.	Salaries	10

ARTICLE VII Contracts, Notes, Checks and Deposits		10

Section 1.	Contracts	10
Section 2.	Checks and Drafts	10
Section 3.	Deposits	10

ARTICLE VIII Capital Shares		10

Section 1.	Certificates of Shares	10
Section 3.	Lost Certificate	10
Section 4.	Transfer Agents and Registrars	10
Section 5.	Transfer of Shares	11
Section 6.	Share Ledger	11

ARTICLE IX Dividends		11

Section 1.	Declaration	11
Section 2.	Contingencies	11

ARTICLE X Indemnification and Limitation of Liability		11

Section 1.	Indemnification of Agents	11
Section 2.	Insurance	11
Section 3.	Indemnification Non-Exclusive	11
Section 4.	Limitation of Liability	12

ARTICLE XI Seal		12

Section 1.	Seal	12
Section 2.	Affixing Seal	12

ARTICLE XII Waiver of Notice		12

ARTICLE XIII Amendment of Bylaws		12

ARTICLE I

Offices

Section 1. Principal Office . The principal office of Pernix Therapeutics Holdings, Inc. (the “Corporation”) is located at 33219 Forest West Drive, Magnolia, Texas 77354, or at any other place as the Board may from time to time determine.

Section 2. Additional Offices . The Corporation may have additional offices at such places as the Board may from time to time determine or the business of the Corporation may require.

Section 3. Fiscal and Taxable Years . The fiscal and taxable years of the Corporation begin on January 1 and end on December 31.

ARTICLE II

Definitions

For purposes of these Bylaws, the following words have the meanings set forth below:

(a) An “Affiliate” of a person means (i) any person that, directly or indirectly, controls or is controlled by or is under common control with such person, (ii) any other person that owns, beneficially, directly or indirectly, 5% or more of the outstanding capital shares, shares or equity interests of such person, or (iii) any officer, director, employee, partner or trustee of such person or any person controlling, controlled by or under common control with such person (excluding trustees and persons serving in similar capacities who are not otherwise an Affiliate of such person). The term “person” means and includes individuals, corporations, general and limited partnerships, limited liability companies, stock companies or associations, joint ventures, banks, trust companies, land trusts, business trusts, any other association, company, trust or entity or governments or the agencies or political subdivisions thereof. For the purposes of this definition, “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, through the ownership of voting securities, partnership interests or other equity interests.

(b) “Independent Director” means a director of the Corporation who is not an officer or employee of the Corporation or an Affiliate of (i) any advisor to the Corporation under an advisory agreement, (ii) any lessee of or management company operating any of the properties owned by the Corporation or any Affiliate of the Corporation, (iii) any subsidiary of the Corporation, or (iv) any partnership that is an Affiliate of the Corporation.

ARTICLE III

Meetings of Stockholders

Section 1. Place . All meetings of stockholders will be held at such place within the United States as may be stated in the notice.

Section 2. Annual Meeting .

(a) Date and Time . The annual meeting of stockholders for the election of directors and the transaction of any other business as may be properly brought before the meeting will be held on such a day, in such a month and at such a time and place as may be designated by the Board.

(b) Postponement . The Board, acting by resolution, may postpone and reschedule any previously scheduled annual meeting of stockholders; provided , however that notice of the postponement of any properly-noticed annual meeting must be given, by any means specified in this Section 4 , not less than ten days prior to the previously scheduled meeting date.

(c) Effect of Failure to Hold Annual Meeting . Failure to hold an annual meeting will not invalidate the Corporation’s existence or affect any otherwise valid corporate acts.

(d) Transaction of Business. Nominations of persons for election to the Board and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board, or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for herein, who is entitled to vote at the meeting and who complied with the notice procedures set forth herein.

(e) Advance Notice Requirements.

(i) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of subsection (d) of this Section 2 , the stockholder must have given timely notice thereof in writing delivered to the Secretary of the Corporation by personal delivery or by first-class United States mail, postage prepaid. To be timely a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided , however , that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to the actual annual meeting date and not later than the close of business on the later of the 90th day prior to the actual annual meeting date or the 20th day following the date on which public announcement of the date of such meeting is first made. Such stockholder’s notice must set forth:

(1)	As to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected;

(2)	As to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and a representation that the stockholder intends to appear in person or by proxy at the meeting to introduce such proposal; and

(3)	As to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owners, and (ii) the class and number of shares of the Corporation that are owned beneficially and of record by each stockholder and such beneficial owner.

(ii) With respect to stockholder nominations, only such persons who are nominated in accordance with the procedures set forth herein are eligible for election and to serve as directors. With respect to stockholder proposals, only such business may be conducted at an annual meeting of stockholders as has been brought before the meeting in accordance with the procedures set forth herein. The chairman of the meeting has the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth herein and, if any proposed nomination or business is not in such compliance, to declare that such defective proposal will be disregarded.

(f) Inclusion of Stockholder Proposals in Proxy Statement . Notwithstanding the foregoing provisions, a stockholder must also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing herein will be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. Any proposal that is properly included in the Corporation’s proxy statement and not validly withdrawn will be brought before the annual meeting.

Section 3. Special Meetings .

(a) Calling of Special Meetings . The President, a majority of the Board or a majority of the Independent Directors may call special meetings of the stockholders. Special meetings of stockholders also may be called by the Secretary upon the written request of the holders of shares entitled to cast a majority (but not less than a majority) of all the votes entitled to be cast at such meeting. Such request must state the purpose of such meeting and the matters proposed to be acted on at such meeting. The Secretary will inform such stockholders of the reasonably estimated cost of preparing and mailing notice of the meeting and, upon payment to the Corporation of such costs by such stockholders, the Secretary will give notice to each stockholder entitled to notice of the meeting. Unless requested by stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting, a special meeting need not be called to consider any matter that is substantially the same as a matter voted on at any special meeting of the stockholders held during the preceding 12 months. The Board has the sole power to fix the date, time and place of the special meeting, the record date for determining stockholders entitled to request a special meeting and the record date for determining stockholders entitled to notice of and to vote at the special meeting.

(b) Postponement. The Board, acting by resolution, may postpone and reschedule any previously scheduled special meeting of stockholders; provided , however that notice of the postponement of any properly-noticed special meeting must be given by any means specified in this Section 4 , not less than ten days prior to the previously scheduled meeting date.

(c) Transaction of Business. Only such business may be conducted at a special meeting of stockholders as has been stated in the notice of meeting. The chairman of the meeting has the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth herein and, if any proposed nomination or business is not in such compliance, to declare that such defective proposal be disregarded.

Section 4. Notice . Not less than ten nor more than 60 days before each meeting of stockholders, the Secretary must give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting, written or printed notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by statute, the purpose for which the meeting is called, either by mail or by presenting it to such stockholder personally or by leaving it at his residence or usual place of business. If mailed, such notice will be deemed given when deposited in the United States mail addressed to the stockholder at his post office address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 5. Organization . At every meeting of the stockholders, the Chairman of the Board, if there be one, will conduct the meeting or, in the case of vacancy in office or absence of the Chairman of the Board, one of the following officers present will conduct the meeting in the order stated: the Vice Chairman of the Board, if any, the President, if any, the Vice Presidents in their order of rank and seniority, if any, or a chairman chosen by the stockholders entitled to cast a majority of the votes, which all stockholders present in person or by proxy are entitled to cast, will act as chairman of the meeting, and the Secretary, or, in his absence, an assistant secretary or, in the absence of both the Secretary and assistant secretaries, a person appointed by the chairman of the meeting will act as secretary.

Section 6. Quorum . At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast 50% of all the votes entitled to be cast at such meeting constitutes a quorum; but this Section 6 does not affect any requirement under any statute, the charter of the Corporation (the “Charter”) or these Bylaws for the vote necessary for the adoption of any measure. If such quorum is not present at any meeting of the stockholders, the stockholders representing a majority of the shares entitled to vote at such meeting, present in person or by proxy, may vote to adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting, until such quorum is present. At such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally notified.

Section 7. Voting . A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present is sufficient to elect a director. There may be no cumulative voting. Each common share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present is sufficient to approve any other matter that may properly come before the meeting, unless more than a majority of the votes cast is required by statute, by the Charter or by these Bylaws. Each stockholder of record has the right, at every meeting of stockholders, to one vote for each share held, except shares that are the subject of a redemption notice as provided in the Charter.

Section 8. Proxies . A stockholder may vote the common shares owned of record by him, either in person or by proxy executed or authorized by the stockholder, or by his duly authorized attorney in fact, in any manner permitted by law. Such proxy must be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy will be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares by Certain Holders .

(a) Shares registered in the name of a trust or another corporation, if entitled to be voted, may be voted by the president, a vice president or a proxy appointed by the president or a vice president of such trust or other corporation, unless some other person, who has been appointed to vote such shares pursuant to a bylaw or a resolution of the board of such trust or other corporation, presents a certified copy of such bylaw or resolution, in which case such person may vote such shares. Any fiduciary may vote shares registered in his name as such fiduciary, either in person or by proxy.

(b) Shares indirectly owned by the Corporation may not be voted at any meeting and will not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and must all be counted in determining the total number of outstanding shares at any given time.

(c) The Board may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution will set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it, if the certification is with respect to a record date or closing of the share transfer books, the time after the record date or closing of the share transfer books within which the certification must be received by the Corporation and any other provisions with respect to the procedure that the Board considers necessary or desirable. On receipt of such certification, the person specified in the certification will be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified shares in place of the stockholder who makes the certification.

Section 10. Inspectors .

(a) At any meeting of stockholders, the chairman of the meeting may, or upon the request of any stockholder must, appoint one or more persons as inspectors for such meeting. Such inspectors will ascertain and report the number of shares represented at the meeting based upon their determination of the validity and effect of proxies, count all votes, report the results and perform such other acts as are proper to conduct the election and voting with impartiality and fairness to all the stockholders.

(b) Each report of an inspector must be in writing and signed by him or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority will be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting will be prima facie evidence thereof.

Section 11. Determination of Stockholders of Record .

(a) The Board will fix a date, not more than 60 nor less than ten days preceding the date of any meeting of stockholders, and not more than 60 days preceding the date fixed for the payment of any dividend or distribution, the date for the allotment of rights or the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the determination of the stockholders entitled to notice of, or to vote at, any such meeting, or entitled to receive any such dividend or distribution or allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares.

(b) When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in subsection (a) of this Section 11 , such determination will apply to any adjournment thereof unless the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting, in which case the Board will fix a new record date.

Section 12. Action Without a Meeting . Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if a consent in writing, setting forth such action, is signed by each stockholder entitled to vote on the matter and any other stockholder entitled to notice of a meeting of stockholders (but not to vote thereat) has waived in writing any right to dissent from such action, and such consent and waiver are filed with the minutes of proceedings of the stockholders.

Section 13. Voting by Ballot . Voting on any question or in any election may be viva voce unless the chairman of the meeting orders or any stockholder demands that voting be by ballot.

Section 14. Control Share Acquisition Statute . Subtitle 7 of Title 3 of the Maryland General Corporation Law does not apply to any acquisition of shares of capital stock of the Corporation.

ARTICLE IV

Directors

Section 1. General Powers . The Board has full power to conduct, manage and direct the business and affairs of the Corporation, and all powers of the Corporation, except those specifically reserved or granted to the stockholders by statute or by the Charter or these Bylaws, will be exercised by, or under the authority of, the Board.

Section 2. Number, Tenure and Qualifications .

(a) At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board may establish, increase or decrease the number of directors, provided that the number thereof will not be less than the minimum number required by the General Laws of the State of Maryland now or hereafter in force, nor more than nine, and further provided that the tenure of office of a director will not be affected by any decrease in the number of directors. The directors must be elected each year at the annual meeting of the stockholders. Each director will continue in office for the term for which he is elected until his successor has been elected and qualified, or until his earlier death, resignation, retirement or removal in accordance with the Charter and these Bylaws.

(b) At all times, except during a period not to exceed 60 days following the death, resignation, incapacity or removal from office of a director prior to the expiration of the director’s term of office, a majority of the directors must be Independent Directors.

(c) Notwithstanding the foregoing requirement that a majority of the directors be Independent Directors, no action otherwise validly taken by the Board during a period in which a majority of its members are not Independent Directors will be invalidated or otherwise affected by such circumstance, nor will such circumstance subject the directors taking any such action to a higher standard of care or to liability other than that which would have applied to such action had a majority of the members of the Board been Independent Directors at the time such action was taken.

Section 3. Changes in Number; Vacancies .

(a) Any vacancy on the Board may be filled by the affirmative vote of the remaining directors, unless such vacancy resulted from an increase in the number of directors, in which case such vacancy may be filled by a majority of the entire Board; provided , however , that in the case of a vacancy resulting from the removal of a director by the stockholders pursuant to subsection (a) of this Section 5 , such vacancy may be filled in accordance with Article III , Section 7 . Notwithstanding the foregoing, any vacancy on the Board among the directors elected by a class or series of equity shares (other than common shares), including any vacancy resulting from the removal of such director by the holders of such class or series of equity shares pursuant to subsection (b) of this Section 5 , may be filled by a majority of the remaining directors elected by that class or series, the sole remaining director elected by that class or series or by the stockholders by a majority of the votes of that class or series. A director that fills a vacancy pursuant to subsection (a) of this Section 3 will continue in office until his successor has been elected and qualified, or until his earlier death, resignation, retirement or removal (in accordance with the Charter and these Bylaws).

(b) The Board may declare unqualified a director who has been declared of unsound mind by an order of court, who has pled guilty or nolo contendere to, or been convicted of, a felony involving moral turpitude or who has willfully violated the Charter or these Bylaws. The office of a director declared unqualified will be considered vacant until filled as herein provided.

Section 4. Resignations . Any director or member of a committee may resign at any time. Such resignation must be made in writing and will take effect at the time specified therein, or if no time be specified, at the time of the receipt by the Chairman of the Board, the President or the Secretary.

Section 5. Removal of Directors .

(a) Any director may be removed, with or without cause, by the affirmative vote of the stockholders holding not less than two-thirds of all the votes entitled to be cast for the election of directors.

(b) Notwithstanding the provisions of subsection (a) of this Section 5 , in the case of any director elected by holders of a class or series of equity shares (other than common shares), such directors may be removed, with or without cause, by the affirmative vote of all of such class or series of equity shares.

Section 6. Annual and Regular Meetings . An annual meeting of the Board will be held immediately after and at the same place as the annual meeting of stockholders, and no notice of such meeting of the Board will be necessary. The Board may provide, by resolution, the time and place, either within or without the State of South Carolina, for the holding of regular meetings of the Board without notice other than such resolution.

Section 7. Special Meetings . Special meetings of the Board may be called by or at the request of the President, a majority of the Board or a majority of the Independent Directors then in office. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of South Carolina, as the place for holding any special meeting of the Board called by them.

Section 8. Notice . Notice of any special meeting of the Board must be in writing and must be either (a) delivered by hand, (b) mailed by United States registered mail, return receipt requested, postage prepaid, (c) sent by a reputable, national overnight delivery service, or (d) sent by facsimile (with the original being sent by one of the other permitted means or by regular United States mail), and addressed to each director at his business or resident address. Any such notice, request or other communication will be considered delivered on the date actually delivered or when delivery is refused or deemed impossible due to the recipient having changed its address without notifying the Company. Notice given pursuant to subsections (a) and (d) must be given at least two days prior to the meeting. Notice given pursuant to subsection (b) must be given at least five days prior to the meeting. Notice given pursuant to subsection (c) must be given at least three days prior to the meeting. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board need be stated in the notice, unless required by statute or these Bylaws.

Section 9. Quorum .

(a) A majority of the entire Board constitutes a quorum for transaction of business at any meeting of the Board, provided that, if less than a quorum is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

(b) The directors present at a meeting that has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a majority of the entire Board, provided that at least one-third of the entire Board remains present at that meeting, in which case a quorum will still be deemed present.

Section 10. Voting . The action of the majority of the directors present at a meeting at which a quorum is present will be the action of the Board, unless the concurrence of a greater proportion is required for such action by the Charter, these Bylaws or applicable statute.

Section 11. Telephone Meetings . Members of the Board may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.

Section 12. Action Without a Meeting . Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board.

Section 13. Compensation . Independent Directors will receive such reasonable compensation for their services as directors as the Board may fix or determine from time to time; such compensation may include a fixed sum or capital shares of the Corporation and directors may receive reimbursement of reasonable expenses incurred in traveling to and from or attending regular or special meetings of the Board or of any committee thereof.

ARTICLE V

Committees

Section 1. Committees of the Board .

(a) The Board may appoint from among its members committees comprised of one or more directors. The Board may delegate to any committee any of the powers of the Board except the power to elect directors, declare dividends or distributions on shares, recommend to the stockholders any action that requires stockholder approval, amend or repeal these Bylaws, approve any merger or share exchange that does not require stockholder approval or issue shares. However, if the Board has given general authorization for the issuance of shares, a committee of the Board, in accordance with a general formula or method specified by the Board by resolution or by adoption of a share option plan, may fix the terms of shares, subject to classification or reclassification, and the terms on which any shares may be issued.

(b) Notice of committee meetings must be given in the same manner as notice for special meetings of the Board.

(c) At least one-third, but not less than two (unless the committee has less than two members), of the members of any committee must be present in person at any meeting of such committee in order to constitute a quorum for the transaction of business at such meeting, and the act of a majority present will be the act of such committee. The Board may designate a chairman of any committee, and such chairman or any two members of any committee (unless the committee has less than two members, in which case one member of such committee) may fix the time and place of its meetings, unless the Board otherwise provides. In the absence or disqualification of any member of any such committee, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of such absent or disqualified members; provided , however , that in the event of the absence or disqualification of an Independent Director, such appointee will be an Independent Director.

(d) Each committee will keep minutes of its proceedings and will report the same to the Board at the meeting next succeeding, and any action by the committees will be subject to revision and alteration by the Board, provided that no rights of third persons are affected by any such revision or alteration.

(e) Subject to the provisions hereof, the Board has the power at any time to change the membership of any committee, to fill all vacancies, to designate alternative members to replace any absent or disqualified members or to dissolve any such committee.

Section 2. Telephone Meetings . Members of a committee of the Board may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.

Section 3. Action By Committees Without a Meeting . Any action required or permitted to be taken at any meeting of a committee of the Board may be taken without a meeting, if all members of the committee consent thereto in writing or by electronic transmission and the writing or writings or transmission or transmissions are filed with the minutes of proceedings of such committee.

ARTICLE VI

Officers

Section 1. General Provisions . The officers of the Corporation may consist of a Chairman of the Board, a Vice Chairman of the Board, a President, a Chief Executive Officer, a Chief Operating Officer, one or more Vice Presidents, a Chief Financial Officer or Treasurer, one or more assistant treasurers, a Secretary, one or more assistant secretaries and such other officers as may be pursuant to this Section 2 . The officers of the Corporation will be appointed annually by the Board at the first meeting of the Board held after each annual meeting of stockholders. If the appointment of officers is not held at such meeting, such election will be held as soon thereafter as may be convenient. Each officer will hold office until his successor is appointed and qualified, or until his death, resignation, retirement or removal (in accordance with the Charter and these Bylaws). Any two or more offices may be held by the same person. In its discretion, the Board may leave unfilled any office except that of President and Secretary. Appointment of an officer or agent does not of itself create contract rights between the Corporation and such officer or agent.

Section 2. Subordinate Officers, Committees and Agents . The Board may from time to time appoint such other officers and such committees, employees and other agents as the business of the Corporation may require, each of whom will hold office for such period, have such authority and perform such duties as are provided in these Bylaws, or as the Board may from time to time determine. The directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents.

Section 3. Removal and Resignation . Any officer or agent of the Corporation may be removed by the Board if in its judgment the best interests of the Corporation would be served thereby, but such removal will be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Board, the Chairman of the Board, the President or the Secretary. Any resignation will take effect at the time specified therein or, if the time when it becomes effective is not specified therein, immediately upon its receipt. The acceptance of a resignation is not necessary to make it effective unless otherwise stated in the resignation.

Section 4. Vacancies . A vacancy in any office may be filled by the Board for the balance of the term.

Section 5. General Powers . All officers of the Corporation as between themselves and the Corporation will, respectively, have such authority and perform such duties in the management of the property and affairs of the Corporation as may be determined by resolution of the Board, or in the absence of controlling provisions in a resolution of the Board, as may be provided in these Bylaws.

Section 6. Chief Executive Officer . The Board may designate a Chief Executive Officer from among the elected officers. The Chief Executive Officer will have responsibility for implementation of the policies of the Corporation, as determined by the Board, and for the administration of the business affairs of the Corporation.

Section 7. Chief Operating Officer . The Board may designate a Chief Operating Officer from among the elected officers. The Chief Operating Officer will have the responsibility and duties as set forth by the Board or the Chief Executive Officer.

Section 8. Chairman and Vice Chairman of the Board . The Chairman of the Board, if there be one, will preside over the meetings of the Board and of the stockholders at which he is present. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, will preside at such meetings at which he is present. The Chairman of the Board and the Vice Chairman of the Board will, respectively, perform such other duties as may be assigned to him or them by the Board.

Section 9. President . The President will in general supervise and control all of the business and affairs of the Corporation. Unless the President is not a member of the Board, in the absence of both the Chairman and Vice Chairman of the Board, he will preside at all meetings of the Board and of the stockholders at which he is present. In the absence of a designation of a Chief Executive Officer by the Board, the President will be the Chief Executive Officer. He may execute any deed, mortgage, bond, contract or other instrument to which the Corporation is a party, except in cases where the execution thereof is expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise executed. The President will perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.

Section 10. Vice Presidents . In the absence of the President or in the event of a vacancy in such office, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their appointment or, in the absence of any designation, then in the order of appointment) will perform the duties of the President and when so acting will have all the powers of and be subject to all the restrictions upon the President, and will perform such other duties as from time to time may be assigned to him by the President or by the Board. The Board may designate one or more Vice Presidents as executive Vice President or as Vice President for particular areas of responsibility.

Section 11. Secretary . The Secretary will (a) keep the minutes of the proceedings of the stockholders, the Board and committees of the Board in one or more books provided for that purpose, (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, (c) be custodian of the corporate records and of the seal of the Corporation, (d) keep a register of the post office address of each stockholder that is furnished to the Secretary by such stockholder, (e) have general charge of the share transfer books of the Corporation, and (f) in general perform such other duties as from time to time may be assigned to him by the President or by the Board.

Section 12. Chief Financial Officer or Treasurer .

(a) The Chief Financial Officer or Treasurer will have the custody of the corporate funds and securities and will deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board.

(b) He will disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and will render to the President and Board, at the regular meetings of the Board or whenever they may require it, an account of all his transactions as Chief Financial Officer or Treasurer and of the financial condition of the Corporation.

If required by the Board, he will give the Corporation a bond in such sum and with such surety or sureties as may be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, all books, papers, vouchers, moneys and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 13. Assistant Secretaries and Assistant Treasurers . The assistant secretaries and assistant treasurers, in general, will perform such duties as may be assigned to them by the Secretary or the Chief Financial Officer or Treasurer, respectively, or by the President or the Board. The assistant treasurers will, if required by the Board, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as may be satisfactory to the Board.

Section 14. Salaries . The salaries of the officers will be fixed from time to time by the Board and no officer will be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE VII

Contracts, Notes, Checks and Deposits

Section 1. Contracts . The Board may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

Section 2. Checks and Drafts . All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation will be signed by such officer or officers, agent or agents of the Corporation and in such manner as will from time to time be determined by the Board.

Section 3. Deposits . All funds of the Corporation not otherwise employed will be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may designate.

ARTICLE VIII

Capital Shares

Section 1. Certificates of Shares . Shares of the Corporation’s capital stock may be certificated or uncertificated, as provided under the Maryland General Corporation Law. Owners of the Corporation’s capital stock will be recorded in the share transfer records of the Corporation and ownership of such shares will be evidenced by a certificate or book entry notation in the share transfer records of the Corporation. Any certificates representing shares of the Corporation’s capital stock will be in such form as the Board prescribes and contain such information as may be required by the Maryland General Corporation Law or any securities exchanges on which any shares of the Corporation may be listed. At the time of issue or transfer of shares without certificates, the Corporation, or an agent or representative thereof, will send to the registered owner thereof a written statement of the information required on certificates by the Maryland General Corporation Law.

Section 2. Facsimile Signatures. Any or all the signatures on certificates representing the capital stock of the Corporation may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

Section 3. Lost Certificate . The Board may direct a new certificate to be issued in place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or his legal representative to advertise the same in such manner as it may require and/or to give bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim that may arise as a result of the issuance of a new certificate.

Section 4. Transfer Agents and Registrars . At such time as the Corporation lists its securities on a national securities exchange or qualifies for trading in the over the counter market, the Board may appoint one or more banks or trust companies in such city or cities as the Board may deem advisable, from time to time, to act as transfer agents and/or registrars of the shares of the Corporation; and, upon such appointments being made, no certificate representing shares will be valid until countersigned by one of such transfer agents and registered by one of such registrars.

Section 5. Transfer of Shares . Upon surrender to the Corporation or the transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it will be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon the receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares will be cancelled, issuance of new equivalent uncertificated shares or certificated shares will be made to the stockholder entitled thereto and the transaction will be recorded upon the books of the Corporation.

Section 6. Share Ledger . The Corporation will maintain at its principal office or at the office of its counsel, accountants or transfer agents an original or duplicate share ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

ARTICLE IX

Dividends

Section 1. Declaration . Dividends upon the shares of the Corporation may be declared by the Board, subject to applicable provisions of law and the Charter. Dividends may be paid in cash, property or shares of the Corporation, subject to applicable provisions of law and the Charter.

Section 2. Contingencies . Before payment of any dividends, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining the property of the Corporation, its subsidiaries or any partnership for which it serves as general partner or for such other purpose as the Board will determine to be in the best interest of the Corporation. The Board may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

Indemnification and Limitation of Liability

Section 1. Indemnification of Agents . The Corporation will indemnify, in the manner and to the fullest extent permitted by law, any person (or the estate of any person) who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or such director or officer is or was serving at the request of the Corporation as a director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise. To the fullest extent permitted by law, the indemnification provided herein includes expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement and any such expenses may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding. The Corporation will indemnify other employees and agents to such extent as may be authorized by the Board or these Bylaws and as permitted by law. Any repeal or modification of this Article X by the stockholders of the Corporation will be prospective only, and will not adversely affect any right to indemnification or advancement of expenses hereunder existing at the time of such repeal or modification.

Section 2. Insurance . The Corporation will to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability that may be asserted against such person.

Section 3. Indemnification Non-Exclusive . The indemnification provided herein is not deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the fullest extent permitted by law, nor will it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 4. Limitation of Liability . To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted from time to time, no director or officer of the Corporation will be personally liable to the Corporation or its stockholders, or any of them, for money damages. No amendment of these Bylaws or repeal of any of its provisions will limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission that occurred prior to such amendment or repeal.

ARTICLE XI

Seal

Section 1. Seal . The Corporation may have a corporate seal, which may be altered at will by the Board. The Board may authorize one or more duplicate or facsimile seals and provide for the custody thereof. Unless specifically required by law, a corporate seal is not required for the due execution of any document.

Section 2. Affixing Seal . Whenever the Corporation is required to place its corporate seal to a document, it is sufficient to meet the requirements of any law, rule or regulation relating to a corporate seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII

Waiver of Notice

Whenever any notice is required to be given pursuant to the Charter or these Bylaws of the Corporation or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, is deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of any meeting, need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened will not be considered a waiver of notice.

ARTICLE XIII

Amendment of Bylaws

The Board will have the exclusive power to adopt, alter or repeal any Bylaws of the Corporation and to make new Bylaws, provided that any amendment to Section 2 or Section 3 of Article III , or any amendment to Section 2 , Section 3 , Section 5 or Section 9 of Article IV requires the affirmative vote of 80% of the entire Board.

Exhibit 3.2

First Amendment to the Bylaws of Pernix Therapeutics Holdings, Inc.

October 13, 2016

On October 13, 2016, the Board of Directors (the "Board") of Pernix Therapeutics Holdings, Inc. (the "Corporation"), in accordance with the Corporation's Bylaws (the "Bylaws") and the Maryland General Corporation Law, approved and adopted the following amendment to the Bylaws, to be effective immediately:

Article III, Section 7 of the Bylaws is hereby amended and restated in its entirety to read as follows:

Section 7. Voting .

(a)

Except for the election of directors, a majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present is sufficient to approve any matter that may properly come before the meeting, unless more than a majority of the votes cast is required by statute, by the Charter or by these Bylaws. Each stockholder of record has the right, at every meeting of stockholders, to one vote for each share held, except shares that are the subject of a redemption notice as provided in the Charter.

(b)

There may be no cumulative voting with respect to the election of directors. Each common share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. At all meetings of stockholders for the election of directors, each director shall be elected by a majority of the votes cast by the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; provided that, if the election is contested, the directors shall be elected by a plurality of the votes cast by the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. An election shall be contested if, as determined by the Board, the number of nominees for director exceeds the number of directors to be elected. A majority of votes cast shall mean that the number of votes cast "for" a director's election exceeds the number of votes cast "against" that director's election by the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors (with "abstentions" and "broker non-votes" not counted as a vote cast either "for" or "against" that director's election). In an uncontested election, if a nominee for director who is a director at the time of election does not receive the vote of at least the majority of the votes cast at any meeting for the election of directors at which a quorum is present, the director shall promptly tender his or her resignation to the Board. The Nominating Committee of the Board (the "Nominating Committee") (or a similar committee) will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the Nominating Committee's (or similar committee's) recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation within 90 days from the date of the certification of the election results. The Nominating Committee (or similar committee) in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Nominating Committee (or similar committee) or the decision of the Board with respect to his or her resignation. If a director's resignation is not accepted by the Board, such director will continue to serve until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement or removal in accordance with the Charter and these Bylaws. If a director's resignation is accepted by the Board pursuant to this Bylaw, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy pursuant Article IV, Section 3 of these Bylaws or may decrease the size of the Board pursuant to the provisions of Article IV, Section 2 of these Bylaws.

July 26, 2016

Barry Siegel
747 Clarendon Road
Penn Valley, PA 19072

Re: Resignation and Release Agreement

Dear Barry:

This Resignation and Release Agreement ("Agreement") sets forth our agreement concerning your resignation of employment with Pernix Therapeutics Holdings, Inc. ("Pernix" or the "Company") and contains the terms of your separation. PLEASE READ THIS AGREEMENT CAREFULLLY. BY SIGNING THIS AGREEMENT, YOU ARE RELINQUISHING AND WAIVING IMPORTANT LEGAL RIGHTS. AS EXPLAINED IN THIS AGREEMENT, YOU HAVE TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT, ARE URGED TO REVIEW IT WITH COUNSEL OF YOUR CHOICE, AND HAVE SEVEN (7) CALENDAR DAYS TO REVOKE THIS AGREEMENT AFTER YOU SIGN IT ("REVOCATION PERIOD"), AFTER WHICH THE OBLIGATIONS BECOME FINAL AND BINDING.

Based on the foregoing, and in consideration of the covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Pernix agree as follows:

1. Pernix has accepted your voluntary resignation without Good Reason (as defined in that certain offer letter dated May 8, 2014 between you and Pernix, as amended) effective July 26, 2016 (the "Separation Date").

2. If you sign this Agreement and do not revoke it during the Revocation Period, Pernix shall continue to pay you your regular base salary ($344,792 annually, paid in installments according to the Company's payroll practices), less all applicable taxes and withholdings, for six (6) months from the Separation Date ("Severance Payments").

3. Provided that you execute and deliver this Agreement in a timely manner and do not exercise your right to revoke it, and are currently enrolled in Pernix medical, dental and/or vision plans, and if you elect continuation of group health coverage through ADP COBRA following your Separation Date, Pernix shall for a period of up to six (6) months continue to contribute the same percentage of the premium amount as Pernix contributed for you and your dependents when were actively employed, effective the first of the month following your Separation Date. You will be responsible to pay the remaining amount due.

4. You represent, warrant and acknowledge that you have been paid and/or received all compensation, wages, bonuses, commissions, vacation and/or benefits to which you may be entitled and that no other compensation, wages, bonuses, commissions, expense reimbursement and/or benefits are due to you, except as provided herein.

5. (a) In exchange for Pernix providing you with the Severance Payments and COBRA as set forth in Section 3 , you, your heirs and your personal representatives hereby IRREVOCABLY AND UNCONDITIONALLY RELEASE AND WAIVE ALL CLAIMS against Pernix, including its present or former subsidiaries, parents, divisions, affiliates, successors, assigns, and each of their representatives, agents, administrators, fiduciaries, shareholders, members, officers, directors, attorneys and employees (collectively, including Pernix, the "Releasees"), and release and discharge the Releasees, or any one of them, from liability for any claims or damages you may have against it or them as of the date of this Agreement, whether known or unknown, including, but not limited to, any alleged violation of the Age Discrimination in Employment Act, as amended; the Older Workers Benefit Protection Act; Title VII of the Civil Rights of 1964, as amended; Sections 1981 through 1988 of Title 42 of the United States Code; the Civil Rights Act of 1991; the Equal Pay Act; the Americans with Disabilities Act; the Rehabilitation Act; the Family Medical Leave Act; the Employee Retirement Income Security Act of 1974, as amended; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Fair Credit Reporting Act; the Occupational Safety and Health Act; the Uniformed Services Employment and Reemployment Act; the Employee Polygraph Protection Act; the Immigration Reform Control Act; the Genetic Information Nondiscrimination Act of 2008; the New Jersey Law Against Discrimination; the New Jersey Domestic Partnership Act; the New Jersey Civil Union Act; the New Jersey Conscientious Employee Protection Act; the New Jersey Family Leave Act; the New Jersey Wage and Hour Law; the New Jersey Equal Pay Law; the New Jersey Occupational Safety and Health Law; the New Jersey False Claims Act; the New Jersey Smokers' Rights Law; the New Jersey Genetic Privacy Act; the New Jersey Fair Credit Reporting Act; the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act; the retaliation provisions of the New Jersey Workers' Compensation Law; the Pennsylvania Human Relations Act; the Pennsylvania Whistleblower Law; the Pennsylvania Public Employee Relations Act; and any personal gain with respect to any claim arising under the Federal False Claims Act (and including any and all amendments to the above) and/or any other alleged violation of any federal, state, local, or other law, regulation or ordinance, and/or contract or implied contract or tort law or common law or public policy or whistleblower claim, having any relation whatsoever to your employment by and the termination of your employment with Pernix or any Releasee including, but not limited to, any claim for wrongful or constructive discharge; back pay; vacation pay; sick pay; wage, commission or bonus payments; equity grants; attorneys' fees; costs, and/or loss of future wages.

You understand and acknowledge that this Release is intended to be as broad as legally permissible and applies to both employment-related and non-employment- related claims up to the date you execute this Agreement. This paragraph does not release or waive any claims or rights that, as a matter of law, cannot be waived.

(b) You represent and warrant that you have no knowledge of any work-related injury or illness incurred while working for Pernix, that you have not filed a claim or an application for benefits under any workers' compensation law, that you do not have any such claim, and that you do not intend to make a workers' compensation claim or file an application for workers' compensation benefits.

(c) You represent and warrant that the Severance Payments and COBRA set forth in Section 3 are sufficient consideration for the release of claims in this Section 5 .

6. You agree that by entering into this Agreement, Pernix and the Releasees do not admit any violation of law and specifically deny committing any such violation.

7. To the extent permitted by law, you represent and warrant that you are not aware of any proceeding that is pending before any court, administrative agency, governmental authority, regulatory agency or other regulatory authority that is based on, refers to, relates to or arises out of any claims or disagreement you may have had against, or believe you have had, with respect to your employment with Pernix or matters related thereto. If you have already filed a charge or claim with any federal, state or local agency, you are not required to dismiss that charge or claim to be eligible for the additional consideration offered by Pernix. You nonetheless warrant and represent, to the maximum extent permitted by law, that you have not filed any complaint, charge or proceeding of any type with any court, administrative agency, governmental authority, quasi-governmental authority or otherwise, based on, referring to or arising out of any occurrence or event that predates the execution of this Agreement and/or relating to your employment with any Releasee and/or the conclusion of that employment; provided, however, that nothing in this Agreement will prevent you from filing any action to enforce this Agreement. Furthermore, nothing in the Agreement shall affect your right to file a charge or complaint with the Equal Employment Opportunity Commission or the National Labor Relations Board or to participate or cooperate in such a matter; provided, however, that you agree and acknowledge that you are not entitled to, and explicitly relinquish and waive any claim or entitlement to, any monetary or personal recovery or benefit in connection with any charge or proceeding involving you. Should any judicial, regulatory or administrative complaint, investigation, charge, action or proceeding be brought against any Releasee on your behalf, or should any effort be made to include you as a party in any pending complaint, charge, investigation, action or proceeding, you agree that you will, at Pernix's expense, take all steps necessary and lawful to opt out, abandon and disclaim interest in such complaint, charge, action, investigation or proceeding. Further, you agree that you will not testify, assist or participate (except in response to judicial, regulatory or administrative order or subpoena, court order or other legal process or as otherwise required, and not merely permitted, by law) in any lawsuit, administrative action, or any judicial, regulatory or administrative proceeding or investigation brought against any Releasee. Pernix agrees that in the event you are called to testify in any proceeding with regard to any events during your employment with Pernix, Pernix will furnish you with counsel of Pernix's choice and reasonably acceptable to you, at Pernix's expense. The parties agree that certain matters in which you have been involved during your employment may necessitate your cooperation with Pernix in the future. Accordingly, you shall cooperate with Pernix in connection with matters arising out of your service to the Company, including internal investigations. Pernix shall reimburse you for reasonable expenses incurred and a reasonable daily rate agreed upon by the parties in connection with such cooperation (for the sake of clarity, Pernix will not be required to reimburse you for expenses incurred or pay you a reasonable daily rate if you are subpoenaed to testify on behalf of a party other than Pernix). You agree that, to the extent permitted by law, you will promptly notify Pernix if (i) you learn that a complaint, charge, action, investigation or proceeding has been filed against any Releasee, or (ii) you receive a notice or subpoena to testify, assist or participate in any lawsuit, administrative action, or any judicial, regulatory or administrative proceeding or investigation brought against any Releasee. You shall be covered by any Company insurance policies and procedures in effect from time to time that apply to former employees in the position that you held with the Company.

8. You acknowledge that prior to the Separation Date, you disclosed to Pernix to the best of your knowledge, in accordance with applicable policies and procedures, any and all information relevant to any investigation of Pernix business practices conducted by any government agency, and/or relevant to any existing litigation involving Pernix, whether administrative, civil or criminal in nature, and you are unaware of any allegations of fraud or criminal acts relating to current or former employees of the Company that have not been disclosed to the Company.

9. You further represent and warrant that in your capacity as an employee of Pernix, you are not aware of any reason to believe that Pernix or any of its affiliated companies and their respective officers, directors, agents or employees had taken or failed to take any action in any way directly or indirectly connected with its sales, marketing and billing operations, or otherwise that would cause it to be in violation of any Medicare, Medicaid or any other reimbursement program, or third-party-payer or other contract based upon or related to the products and/or services provided. You further represent and warrant that in your capacity as an employee of Pernix, you are not aware of any reason to believe that Pernix or any of its affiliated companies and their respective officers, directors, agents or employees had taken or failed to take any action in any way directly or indirectly connected with its sales, marketing and billing operations that would cause it to be in violation of any applicable federal, state, local or other law.

10. You acknowledge that, during your employment with Pernix, you acquired certain confidential, proprietary and trade secret information regarding the Releasees including, without limitation, non-public patient lists and information relating to the sources of patients, financial, personnel, and patient information, and other non-public confidential information concerning the business and affairs of suppliers, creditors, lenders, shareholders and patients of Pernix and its affiliates, as well as confidential information protected by HIPAA ("Confidential Information"). You acknowledge that you have not retained any written or other tangible material concerning any Confidential Information, whether located on your own personal computer or elsewhere. You agree to keep strictly confidential and not disclose any Confidential Information. You understand and acknowledge that your obligations under this Agreement with regard to any particular Confidential Information commenced upon the Separation Date and shall continue hereafter until such time as such Confidential Information has become public knowledge other than as a result of your breach of this Agreement or breach by those acting with you or on your behalf.

11. You agree to return promptly all Pernix property including, without limitation, all access passes, cell phones, personal digital assistants (PDAs), keys, laptops computers, credit cards, hardware, software, files, papers, memoranda, letters, handbooks, manuals, computer generated reports, patient lists and other tools or products of your employment (including copies) whether prepared by you or others.

12. For a period of one (1) year commencing on your Separation Date (the "Restricted Period"), you agree to not directly or indirectly, in any capacity, solicit for hire, attempt to hire, encourage or recommend for hire, or hire or employ, or conspire with, or aid or abet any third party in the solicitation, hiring or employment, of, any individual who is a Pernix employee, agent, consultant, or representative at the time of your separation from Pernix or was so employed at any time within one (1) year of your Separation Date. In the event of a violation of this Section 12 , the length of the Restricted Period shall be extended by an amount of time equal to the period of time during which a violation of this Section 12 is deemed by a court of competent jurisdiction to have occurred (including any period required for litigation during which Pernix seeks to enforce such covenant).

13. You agree that you will not publicly or privately disparage Releasees or any of Pernix's officers, employees or affiliates, or the products, services, business, operations, personnel policies or procedures of any of them by any means, including, but not limited to, via the Internet or other media. Pernix will not disparage you or your performance by any means, including, but not limited to, via the Internet or other media.

14. You will have up to twenty-one (21) calendar days from the date you receive this Agreement to consider its terms and return it to Human Resources at Pernix. You acknowledge that if you fail to provide Pernix with the executed Agreement by the close of business on the twenty-first (21st) calendar day, this Agreement will be null and void.

15. During this twenty-one (21) calendar day period and before signing below, you are advised to consult with an attorney regarding the terms of this Agreement, at your own expense. The terms of the offer set forth herein will expire at the conclusion of the twenty-first (21st) calendar day period, if not accepted during that period of time. You may sign the Agreement prior to the conclusion of the twenty-first (21st) calendar day period. If you elect to do so, you acknowledge that you have done so voluntarily. Your signature below indicates that you are entering into this Agreement freely, knowingly and voluntarily, with a full understanding of its terms. You also acknowledge that you will have seven (7) calendar days from the date you sign this Agreement to revoke the Agreement by notifying the undersigned, at Pernix, in writing prior to the expiration of the seven (7) calendar day period.

16. (a) This Agreement constitutes and contains our complete understanding with respect to the subject matter addressed in this Agreement and supersedes and replaces all prior negotiations, agreements and representations, if any, whether written or oral, concerning the subject matter of this Agreement, except for the Confidentiality and Non-Competition Agreement executed by the parties on August 14, 2015; provided, however, as of the Separation Date Sections IV and V of such Agreement shall terminate and be of no further force and effect. The parties have executed this Agreement with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake of fact in connection with the true facts involved, or with regard to any facts that are now unknown to them.

(b) If any provision of the Agreement is held to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon, and shall not impair the legality or enforceability of, any other provision of this Agreement. Upon any finding by a court of competent jurisdiction that a release or waiver of claims or rights or a covenant provided for herein is illegal, void, or unenforceable, you agree, upon Pernix's request, promptly to execute a release, waiver, and/or covenant satisfactory to the Releasees that is legal and enforceable to the fullest extent legally permitted.

17. (a) Any controversy or dispute arising out of or relating to this Agreement, arising out of or relating to any aspect of the relationship between us, or to the interpretation of this Agreement, shall be settled exclusively by arbitration conducted in New Jersey, unless otherwise mutually agreed upon, before a single arbitrator in accordance with the employment arbitration rules of the American Arbitration Association ("AAA") then in effect and with discovery permitted by both parties in accordance with such rules. The award of the arbitrator shall be final and binding, and judgment may be entered on the arbitrator's award in any court having jurisdiction. In addition to any other relief awarded to the prevailing party in any such arbitration, the non-prevailing party in any such arbitration shall be obligated to pay any attorney's fees and costs incurred by the prevailing party in such action. This arbitration provision does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. You and Pernix agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You agree that by entering into this Agreement, you and Pernix are each waiving the right to a trial by jury or to participate in a class action.

(b) This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New Jersey, without regard to conflict of laws principles. If any clause of this Agreement should ever be determined to be unenforceable, it is agreed that this will not affect the enforceability of any other clause or the remainder of this Agreement.

(c) This Agreement may be entered into any arbitral (or other necessary) proceeding to prove that a settlement was reached and to establish the material terms thereof, so long as application is first made to file it under seal.

(d) No waiver by either of the parties of any breach by the other party of any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.

18. By signing this Agreement, you acknowledge that: (1) you have read this Agreement completely; (2) you have had an opportunity to consider the terms of this Agreement for at least twenty-one (21) calendar days and understand you have seven (7) calendar days to revoke your agreement after you sign it; (3) you have been advised to consult with an attorney of your choice to explain the Agreement and its consequences; (4) you know that you are giving up important legal rights by signing this Agreement, including releasing both known and unknown claims; (5) you have not relied on any representation or statement that is not set forth in this Agreement; (6) you understand and intend everything that you have agreed to in this Agreement, and you agree to all of its terms; and (7) you have signed this Agreement voluntarily and entirely of your own free will.

UNDERSTOOD, AGREED AND ACCEPTED:

		Pernix Therapeutics Holdings, Inc.:

		John A. Sedor
Barry Siegel		Executed by (print name):

/s/ Barry Siegel		/s/ John A. Sedor
Sugnature		Sugnature

July 26, 2016		July 26, 2016
Date		Date

EXHIBIT 31.1

CERTIFICATION

I, John Sedor, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Pernix Therapeutics Holdings, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report;

4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.


November 10, 2016		/s/ JOHN SEDOR
		John Sedor
		Chairman and Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION

I, Graham Miao, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Pernix Therapeutics Holdings, Inc.;

(d) Disclosed in this quarterly report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

November 10, 2016		/s/ GRAHAM MIAO
		Graham Miao
		President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION UNDER SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that this periodic report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of Pernix Therapeutics Holdings, Inc. for the periods covered by this periodic report.

Date: November 10, 2016		/s/ JOHN SEDOR
		John Sedor
		Chairman and Chief Executive Officer (Principal Executive Officer)

Date: November 10, 2016		/s/ GRAHAM MIAO
		Graham Miao President and Chief Financial Officer
		(Principal Financial Officer)

Maryland		33-0724736
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

10 North Park Place, Suite 201, Morristown, NJ		07960
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	þ
(Do not check if a smaller reporting company)

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
	Signatures	45

		September 30,		December 31,
		2016		2015
Assets
Current assets:
Cash and cash equivalents	$	28,521	$	56,135
Restricted cash		-		10,002
Accounts receivable, net		44,772		61,209
Inventory, net		8,282		10,035
Prepaid expenses and other current assets		13,256		11,574
Income tax receivable		3,351		6,735
Total current assets		98,182		155,690

Property and equipment, net		1,199		2,346
Goodwill		54,366		54,865
Intangible assets, net		220,138		285,943
Other		279		347
Total assets	$	374,164	$	499,191
Liabilities and Stockholders' (Deficit) Equity
Current liabilities:
Accounts payable and accrued expenses	$	23,133	$	27,772
Accrued allowances		56,355		62,678
Interest payable		6,618		11,903
Treximet Secured Notes - current		633		13,335
Restricted cash payable		-		10,002
Other liabilities - current		4,387		6,753
Total current liabilities		91,126		132,443

Convertible notes - long-term		102,953		99,776
Derivative liability		2,421		9,165
Contingent consideration		5,097		14,055
Treximet Secured Notes - long-term		184,002		188,715
Credit facilities - long-term		14,000		15,000
Deferred income tax liability - long-term		226		202
Other liabilities - long-term		4,408		6,738
Total liabilities		404,233		466,094
Commitments and contingencies (notes 1, 3, 6, 7, 10 and 11)
Stockholders' (deficit) equity:
Preferred stock, $0.01 par value, authorized 10,000,000 shares; no shares issued
and outstanding		-		-
Common stock, $0.01 par value, 140,000,000 shares authorized, 9,499,812
and 6,387,455 issued and 9,499,812 and 6,111,253 outstanding
at September 30, 2016 and December 31, 2015, respectively		95		61
Additional paid-in capital		242,164		227,387
Treasury stock, at cost, 0 and 2,762,022 shares held at September 30, 2016
and December 31, 2015, respectively, see Note 1		-		(5,548)
Accumulated other comprehensive loss		(12)		-
Accumulated deficit		(272,316)		(188,803)
Total stockholders' (deficit) equity		(30,069)		33,097
Total liabilities and stockholders' (deficit) equity	$	374,164	$	499,191

(Mark One)
þ	Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015

Net revenues	$	41,468	$	48,615	$	110,683	$	129,481

Costs and operating expenses:
Cost of product sales		10,840		12,036		34,272		36,906
Selling, general and administrative expense		22,173		27,419		73,615		73,262
Research and development expense		1,712		3,180		5,139		5,644
Depreciation and amortization expense		20,700		25,733		65,426		66,492
Change in fair value of contingent consideration		516		(3,596)		(8,958)		(3,596)
Loss from disposal and impairments of assets		652		-		2,423		-
Restructuring costs		2,277		(4)		2,277		1,193
Total costs and operating expenses		58,870		64,768		174,194		179,901

Loss from operations		(17,402)		(16,153)		(63,511)		(50,420)

Other income (expense):
Interest income		-		43		-		153
Interest expense		(8,857)		(9,687)		(26,818)		(28,818)
Change in fair value of derivative liability		(209)		10,527		6,744		19,230
Foreign currency transaction gain		31		-		98		-
Loss on extinguishment of debt		-		(1,112)		-		(1,112)
Cost of inducement		-		-		-		(19,500)
Total other expense, net		(9,035)		(229)		(19,976)		(30,047)

Loss before income tax expense (benefit)		(26,437)		(16,382)		(83,487)		(80,467)
Income tax expense (benefit)		1		(5,642)		26		(13,818)
Net loss	$	(26,438)	$	(10,740)	$	(83,513)	$	(66,649)

Net loss per common share
Basic	$	(2.99)	$	(1.76)	$	(11.57)	$	(13.15)
Diluted	$	(2.99)	$	(1.76)	$	(11.57)	$	(13.15)

Weighted-average common shares outstanding:
Basic		8,842		6,097		7,215		5,070
Diluted		8,842		6,097		7,215		5,070

Gross Product Sales:
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2016	2015	2016	2015

McKesson Corporation	34%	38%	35%	40%
AmerisourceBergen Drug Corporation	31%	27%	32%	25%
Cardinal Health, Inc.	26%	28%	26%	28%
Total	91%	93%	93%	93%

Accounts Receivable, net:
	September 30,	December 31,
	2016	2015

McKesson Corporation	32%	34%
Cardinal Health, Inc.	30%	28%
AmerisourceBergen Drug Corporation	30%	30%
Total	92%	92%

		As of September 30, 2016
		Level 1		Level 2		Level 3		Total
Money market fund and trust cash sweep investments ⁽¹⁾	$	-	$	-	$	-	$	-
Total assets	$	-	$	-	$	-	$	-

		As of December 31, 2015
		Level 1		Level 2		Level 3		Total
Money market fund and trust cash sweep investments ⁽¹⁾	$	4,367	$	-	$	-	$	4,367
Total assets	$	4,367	$	-	$	-	$	4,367

(1)	The Company's money market and trust cash sweep investments are included in cash and cash equivalents within the Unaudited Condensed Consolidated Balance Sheets.

		As of September 30, 2016				As of December 31, 2015
		Fair		Carrying		Fair		Carrying
		Value		Value		Value		Value
4.25% Convertible Notes	$	31,350	$	102,953	$	68,637	$	99,776
Derivative liability		2,421		2,421		9,165		9,165
Contingent consideration		5,097		5,097		14,055		14,055
Treximet Secured Notes		144,797		184,635		179,518		202,050
Total	$	183,665	$	295,106	$	271,375	$	325,046

		As of and for the		As of and for the
		Nine months Ended		Year Ended
		September 30, 2016		December 31, 2015
Derivative liability:
Balance at beginning of year	$	9,165	$	-
Initial measurement of derivative liability		-		28,480
Remeasurement adjustments - gains included in earnings		(6,744)		(19,315)
Ending balance	$	2,421	$	9,165

Contingent consideration:
Balance at beginning of year	$	14,055	$	-
Initial measurement of contingent consideration		-		14,193
Remeasurement adjustments - gains included in earnings		(8,958)		(138)
Ending balance	$	5,097	$	14,055

		Amount
Balance at December 31, 2014	$	44,900
Goodwill acquired - Zohydro ER		180
Measurement period adjustments - Zohydro ER		6,949
Measurement period adjustments - Treximet		2,836
Balance at December 31, 2015		54,865
Measurement period adjustments - Zohydro ER		(499)
Balance at September 30, 2016	$	54,366

			As of September 30, 2016
	Weighted		Gross Carrying				Accumulated		Net Carrying
	Average Life		Amount		Impairment		Amortization		Amount
Unamortized intangible assets:
In-process research and development	Indefinite	$	26,500	$	-	$	-	$	26,500
Total unamortized intangible assets			26,500		-		-		26,500

Amortized intangible assets:
Brand	0.0 years		891		(891)		-		-
Product licenses	8.4 years		2,846		-		(1,141)		1,705
Supplier contracts	5.0 years		583		-		(49)		534
Acquired developed technologies	7.7 years		376,237		(611)		(184,227)		191,399
Total amortized intangible assets			380,557		(1,502)		(185,417)		193,638

Total intangible assets		$	407,057	$	(1,502)	$	(185,417)	$	220,138

		September 30,		December 31,
		2016		2015
Raw materials	$	1,506	$	2,047
Work-in-process		-		1,425
Finished goods		9,732		9,011
Inventory, gross		11,238		12,483
Reserve for obsolescence		(2,956)		(2,448)
Inventory, net	$	8,282	$	10,035

		Amount
2016 (October - December)	$	20,626
2017		80,835
2018		15,608
2019		6,324
2020		6,237
Thereafter		64,008
Total	$	193,638

		Amount
2016	$	-
2017		633
2018		14,000
2019		-
2020		188,948
Thereafter		130,000
Total maturities		333,581
Less:
Note discount		(23,539)
Deferred financing costs		(8,454)
Total outstanding debt	$	301,588

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
Weighted average expected
stock price volatility		81.7%		71.4%		71.8%		72.3%
Estimated dividend yield		-		-		-		-
Risk-free interest rate		1.3%		1.8%		1.4%		1.7%
Expected life of option (in years)		6.2		6.3		6.2		6.3
Weighted average grant date
fair value per option	$	4.20	$	30.90	$	12.59	$	42.60

				Weighted Average
			Average	Remaining		Aggregate
			Exercise	Contractual Life		Intrinsic
	Shares		Price	(years)		Value
Options Outstanding at December 31, 2015	703	$	55.42
Granted	328		19.64
Exercised	-		-		$	-
Cancelled	(372)		49.19
Expired	-		-
Options outstanding at September 30, 2016	659	$	41.13	8.3	$	37
Options vested and expected to
vest as of September 30, 2016	598	$	41.99	8.3	$	28
Options vested and exercisable as of September 30, 2016	235	$	50.87	7.4	$	-

			Weighted Average		Aggregate
			Grant Date Fair		Intrinsic
	Shares		Value		Value
Non-vested restricted stock outstanding at December 31, 2015	6	$	30.00
Granted	-		-
Vested	(6)		30.00	$	63
Forfeited	-		-
Non-vested restricted stock outstanding at September 30, 2016	-	$	-

		Three Months Ended
		September 30,				Increase /
		2016		2015		(Decrease)	Percent
Net revenues	$	41,468	$	48,615	$	(7,147)	-15%

Costs and operating expenses:
Cost of product sales		10,840		12,036		(1,196)	-10%
Selling, general and administrative expense		22,173		27,419		(5,246)	-19%
Research and development expense		1,712		3,180		(1,468)	-46%
Depreciation and amortization expense		20,700		25,733		(5,033)	-20%
Change in fair value of contingent consideration		516		(3,596)		4,112	*
Loss from disposal and impairments of assets		652		-		652	*
Restructuring costs		2,277		(4)		2,281	*
Other income (expense):
Interest income		-		43		(43)	*
Interest expense		(8,857)		(9,687)		(830)	-9%
Change in fair value of derivative liability		(209)		10,527		(10,736)	*
Foreign currency transaction gain		31		-		31	*
Loss on extinguishment of debt		-		(1,112)		(1,112)	*
Income tax expense (benefit)		1		(5,642)		(5,643)	*

(1)	To include impact of change in estimates related to gross to net accruals of $0 and $644,000 for the three months ended September 30, 2016 and 2015, respectively. Also, to include impact of change in estimates related to gross to net accruals of $0 and $2.6 million and to exclude impact on returns from FDA reclass of Hydrocodone products from C3 to C2 classification of $0 and $303,000 for the nine months ended September 30, 2016 and 2015, respectively.
(2)	To exclude amortization of inventory step-up from acquisitions.
(3)	To exclude deal costs of $0 and $186,000; stock compensation expense of $(159,000) and $1.3 million; severance expense of $431,000 and $0; loss on disposal of assets of $0 and $19,000; and litigation settlement expenses of $1.3 million and $0 for the three months ended September 30, 2016 and 2015, respectively. Also, to exclude deal costs of $18,000 and $4.1 million; stock compensation expense of $2.1 million and $3.8 million; severance expense of $1.6 million and $0; litigation settlement expenses of $1.0 million and $1.4 million and loss on disposal of assets of $0 and $19,000 for the nine months ended September 30, 2016 and 2015, respectively.
(4)	To exclude the impairment of assets primarily related to our cough and cold product line.
(5)	To exclude the cost related to the initiative to restructure our sales force and operations in 2016 and the restructure of our operations and shut down of the Charleston, South Carolina site in 2015.

		Nine Months Ended
		September 30,
Cash (used in) provided by		2016		2015
Operating activities	$	(22,890)	$	(10,895)
Investing activities		(1,547)		(82,356)
Financing activities		(3,177)		115,583
Net (decrease) increase in cash and cash equivalents	$	(27,614)	$	22,332

Exhibit No.		Description

3.1*		Articles of Incorporation of Pernix Therapeutics Holdings, Inc., as amended .

3.2*		Bylaws of Pernix Therapeutics Holdings, Inc., as amended .

10.1*		Resignation and Release Agreement, dated July 26, 2016, by and between Pernix Therapeutics Holdings, Inc. and Barry Siegel .

31.1*		Certification of the Registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .

31.2*		Certification of the Registrant's Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .

32.1*		Certification of the Registrant's Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

101*		Attached as Exhibit 101 to this report are the following items formatted in XBRL (Extensible Business Reporting Language):
		(i) Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015;
		(ii) Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015;
		(iii) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015 and
		(iv) Notes to Condensed Consolidated Financial Statements.

	PERNIX THERAPEUTICS HOLDINGS, INC.

Date: November 10, 2016	By:	/s/ JOHN SEDOR
		John Sedor
		Chairman and Chief Executive Officer (Principal Executive Officer)

Date: November 10, 2016	By:	/s/ GRAHAM MIAO
		Graham Miao President and Chief Financial Officer
		(Principal Financial Officer)