Common use of Securities Held by the Company Clause in Contracts

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY SALES DEVELOPMENT CO. FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INCISSUERS: ATHLON HOLDINGS LP By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President and Chief Executive Officer ATHLON FINANCE CORP. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, and Chief Executive Officer GUARANTORS: ATHLON ENERGY LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Xxxxxx Title: Vice President and Deputy General Counsel Chief Executive Officer ATHLON ENERGY LP By: ESI-GP HoldingsAthlon Energy LLC, Inc., as Partner its general partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Vice President and Chief Executive Officer ATHLON FE ENERGY LP By: Care ContinuumAthlon Energy LLC, Inc., as Partner its general partner By: /s/ Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, and Chief Executive Officer ATHLON ENERGY OPERATING LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. and Chief Executive Officer ATHLON FE OPERATING LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Vice President and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Acting on behalf of themselves itself and as the Representatives of the several Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC Incorporated By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Xxxxxxxxxx Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, TRANSDIGM INC. By: /s/ Xxxxxx Xxx Xxxxxxx Xxxxx Name: Xxxxxx Xxx Xxxxxxx Xxxxx Title: ChairmanExecutive Vice President, Chief Executive Financial Officer and President EXPRESS SCRIPTSSecretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxx Xxx Xxxxxxx Xxxxx Name: Xxxxxx Xxx Xxxxxxx Xxxxx Title: Chairman, Chief Executive Officer Treasurer and President AIRPORT HOLDINGSSecretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC ESI REALTYCHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: Express Scripts, TransDigm Inc., as its sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC member By: /s/ Xxxxxxx XxXxxxx Xxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President President, Chief Financial Officer and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, TRANSDIGM INC. By: /s/ Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Title: ChairmanExecutive Vice President and Chief Financial Officer TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer ACME AEROSPACE, Chief Executive Officer and President EXPRESS SCRIPTSINC. XXXXX RITE AEROSPACE, INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. ARKWIN INDUSTRIES, INC. AVTECHTYEE, INC. XXXXX AEROSPACE INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., its sole member MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SHIELD RESTRAINT SYSTEMS, INC. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TACTAIR FLUID CONTROLS, INC. TEXAS ROTRONICS, INC. YOUNG & FRANKLIN INC. By: /s/ Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Title: Chairman, Chief Executive Officer and President AIRPORT AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AVIATION TECHNOLOGIES, INC. BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE US LLC ESI REALTYBy: XxXxxxxxx Aerospace DE, Inc., its sole member TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: President and Chief Executive Officer AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX LLC TELAIR US LLC WHIPPANY ACTUATION SYSTEMS, LLC By: Express Scripts, TransDigm Inc., as its sole Member member TELAIR INTERNATIONAL LLC By: Telair US LLC, its sole member By: /s/ Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Title: Chairman, Executive Vice President and Chief Executive Financial Officer and President XXXXXXX DRUGAIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AVIONICS SPECIALTIES, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE XXXXXXXXX AEROSPACE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Title: President EXPRESS SCRIPTS CANADA HOLDINGBRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President and Treasurer AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer BETA TRANSFORMER TECHNOLOGY CORPORATION BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, its sole member DATA DEVICE CORPORATION ILC HOLDINGS, INC. ILC INDUSTRIES, LLC By: ILC Holdings, Inc., its sole member By: /s/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx X.Xxxxxxx Title: Vice President Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxx Stroll Name: Xxxx Stroll Title: Executive Director By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.() The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer broker‑dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial PurchasersPurchaser, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, ROTECH HEALTHCARE INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner Chief Executive Officer EACH OF THE GUARANTORS LISTED ON SCHEDULE A HERETO By: /s/ Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Title: Managing Director SCHEDULE A GUARANTORS A-1 Medical Equipment, Inc. Abba Medical Equipment, Inc. Acadia Home Care Allied Medical Supply, Inc. Always Medical Equipment, Inc. Xxxx Xxxx’x InHome Medical, Inc., West Xxxx Xxxx’x InHome Medical/InHome Medical Inc. Anniston Health & Sickroom Supplies, Inc. Berkeley Medical Equipment, Inc. Beta Medical Equipment, Inc. Cambria Medical Supply, Inc. Camden Medical Supply, Inc. Care Medical Supplies, Inc. Centennial Medical Equipment, Inc. Charlotte Medical Supply, Inc. Xxxxxxx Rentals, Inc. Community Home Oxygen, Inc. Contour Medical Supply, Inc. Xxxxxx Home Health Care, Inc. CPO 2, Inc. Cynthiana Home Medical Equipment, Inc. Xxxxxx Medical Systems, Inc. Distinct Home Health Care, Inc. Xxx Xxxx Respiratory Services, Inc. DuMEd, Inc. East Tennessee Infusion & Respiratory, Inc. Encore Home Health Care, Inc. Epsilon Home Health Care, Inc. Excel Medical of Fort Dodge, Inc. Excel Medical of Marshalltown, Inc. First Community Care of Niagara, Inc. Firstcare, Inc. Xxxxxxx Medical Equipment, Inc. Four Rivers Home Health Care, Inc. G&G Medical, Inc. Gate City Medical Equipment, Inc. Georgia Medical Resources, Inc. Gladwin Area Home Care, Inc. Xxxxxxxx Medical Equipment Service, Inc. Health Care Services of Mississippi, Incorporated Holland Medical Services, Inc. Home Care Oxygen Service, Inc. Home Medical Systems, Inc. IHS Acquisition XXVII, Inc. Integrated Health Services at Jefferson Hospital, Inc. Integrated of Garden Terrace, Inc. Intensive Home Care Services, Inc. IOTA Medical Equipment, Inc. LAMBDA Medical Equipment, Inc. LAMS, Inc. Xxxxxxxx Medical Equipment, Inc. Liberty Home Health Care, Inc. Xxxxxxx Medical, Inc. Major Medical Supply, Inc. Medco Professional Services, Corp. MedCorp International, Inc. Medic-Aire Medical Equipment, Inc. Medical Electro-Therapeutics, Inc. Medicare Rental Supply, Inc. Michigan Medical Supply, Inc. National Medical Equipment Centers, Inc. Xxxxxxx’x Home Medical Equipment, Inc. Nightingale Home Health Care, Inc. North Central Washington Respiratory Care Services, Inc. Northeast Medical Equipment, Inc. Northwest Home Medical, Inc. Omega Medical Equipment, Inc. OMICRON Medical Equipment, Inc. Oxygen of Oklahoma, Inc. Oxygen Plus Medical Equipment, Inc. Oxygen Plus, Inc. Oxygen Therapy Associates, Inc. Xxxxxxxx’x Home Care, Inc. PHI Medical Equipment, Inc. Pioneer Medical Services, Inc. Preferential Home Health Care, Inc. Premier Medical, Inc. Principal Medical Equipment, Inc. Professional Breathing Associates, Inc. Professional Respiratory Home Healthcare, Inc. PSI Health Care, Inc. Pulmo-Dose, Inc. Pulmonary Home Care, Inc. Quality Home Health Care, Inc. R.C.P.S., Inc. RCG Information Services Corporation RCI Medical Corp. Regency Medical Equipment, Inc. Resp-A-Care, Inc. Respiracare Medical Equipment, Inc. Respiratory Medical Equipment of Ga., Inc. Respitech Home Health Care, Inc. Responsive Home Health Care, Inc. Rhema, Inc. Xxxx Medical Group, Inc. RN Home Care Medical Equipment Company, Inc. Roswell Home Medical, Inc. Rotech Employee Benefits Corporation Rotech Home Medical Care, Inc. Rotech Oxygen and Medical Equipment, Inc. Xxxx Medical, Inc. Xxxxxxx’x Hospital Equipment, Inc. Xxxxxxx Convalescent Medical Supply, Inc. Select Home Health Care, Inc. SIGMA Medical Equipment, Inc. Southeastern Home Health, Inc. Stat Medical Equipment, Inc. Sun Medical Supply, Inc. Sunshine Home Health Care, Inc. The Xxxxxx Company Theta Home Health Care, Inc. Tupelo Home Health, Inc. Valley Medical Equipment, Inc. Value Care, Inc. VitalCare Health Services, Inc. VitalCare of Pennsylvania, Inc. VitalCare of Texas, Inc. White’s Medical Rentals, Inc. Wichita Medical Care, Inc. Zeta Home Health Care, Inc. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.( 1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Company and the Closing Date Guarantors in accordance with its terms. [Signature Pages Follow] Very truly yours, ARISTOTLE HOLDINGXx Xxxxxx Snapple Group, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner Inc. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Deputy General Counsel By: ESI& Chief Financial Officer 234 DP Aviation, LLC A&W Concentrate Company Americas Beverage Management GP AmTrans, Inc. Bai Brands LLC Berkeley Square US, Inc. Beverages Delaware Inc. DP Beverages Inc. DPS Americas Beverages, LLC DPS Beverages, Inc. DPS Finance II, Inc. DPS Holdings Inc.Xx Xxxxxx/Seven-GP HoldingsUp Beverage Sales CompanyDr Pepper/Seven Up Manufacturing CompanyDr Pepper/Seven Up, Inc.High Ridge Investments US, as Partner Xxx.Xxxxxxxxxxxxx Investments Management LLCMotts’ General PartnershipMott’s LLPMSSI LLCNantucket Allserve, Inc.Nuthatch Trading US, Inc.Pacific Snapple Distributors, Inc.Royal Crown Company, Inc.Snapple Beverage Corp.The American Bottling Company184 Innovations, Inc. By: /s/ Xxx Xxxxxxxxx Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxx Xxxxxx X. Xxxxx Title: Executive Vice President SPECTRACARE OF INDIANA By: Spectracare& Chief Financial Officer Splash Transport, Inc., as Partner Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President XXXXXX XXXXXXX & CO. LLC XXXXXXX SACHS & CO. LLC X.X. XXXXXX SECURITIES LLC For themselves and on behalf of the several Initial Purchasers XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Securities Notes where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein)effective date of the Exchange Offer Registration Statement, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities Notes for its own account in exchange for Initial Securities, where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.C

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, THE NEW HOME COMPANY INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxx Xxxxxx Name: Xxxxx X. Xxxx Xxxxxx Title: Vice President CURASCRIPTPresident, General Counsel & Secretary GUARANTORS: TNHC REALTY AND CONSTRUCTION INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: a Delaware corporation /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxx Xxxxxx Name: Xxxxx X. Xxxx Xxxxxx TitleIts: Vice President President, General Counsel & Secretary THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company THE NEW HOME COMPANY NORTHERN CALIFORNIA LLC a Delaware limited liability company TNHC LAND COMPANY LLC a Delaware limited liability company TNHC ARIZONA LLC a Delaware limited liability company By: Care Continuum, Inc., THE NEW HOME COMPANY INC. a Delaware corporation as Partner By: Sole Member and Manager /s/ Xxxxx X. Xxxx Xxxxxx Name: Xxxxx X. Xxxx Xxxxxx TitleIts: Vice President EXPRESS SCRIPTS MSAPresident, General Counsel & Secretary TNHC SAN XXXX LLC EXPRESS SCRIPTS WC, a Delaware limited liability company By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. By: a Delaware corporation as Sole Member and Manager /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxx Xxxxxx Name: Xxxxx X. Xxxx Xxxxxx TitleIts: Vice President President, General Counsel & Secretary TNHC-SANTA CLARITA GP, LLC a Delaware limited liability company By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary LR8 INVESTORS, LLC a Delaware limited liability company By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Member By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary By: TNHC REALTY AND CONSTRUCTION INC. a Delaware corporation as Member /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary LR8 OWNER, LLC a Delaware limited liability company By: LR8 INVESTORS, LLC a Delaware limited liability company as Sole Member By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Member By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary By: TNHC REALTY AND CONSTRUCTION INC. a Delaware corporation as Member /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary TNHC-CALABASAS GP LLC a Delaware limited liability company By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary TNHC GROVE INVESTMENT LLC a Delaware limited liability company By: THE NEW HOME COMPANY NORTHERN CALIFORNIA LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary TNHC CANYON OAKS LLC a Delaware limited liability company By: TNHC LAND COMPANY LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary TNHC-ARANTINE GP LLC a Delaware limited liability company By: TNHC LAND COMPANY LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxx Xxxxxx Name: Xxxxxxx Xxxxxxx Xxx Xxxxxx Title: Managing Director Acting on behalf of itself And as the Representative Of the Several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20[ ] , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your the Purchasers’ understanding of our agreement, please kindly sign and return to us one of the Issuer a counterpart counterparts hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the several Initial PurchasersCompany, the Issuer Guarantors and the Closing Date Guarantors Purchasers in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGTRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer TRANSDIGM INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. ANGUS ELECTRONICS CO. ARKWIN INDUSTRIES, INC. ARMTEC COUNTERMEASURES CO. ARMTEC COUNTERMEASURES TNO CO. ARMTEC DEFENSE PRODUCTS CO. AUXITROL WESTON USA, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVISTA, INCORPORATED AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. XXXXX AEROSPACE INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. ESTERLINE INTERNATIONAL COMPANY XXXXXXXXX TECHNOLOGIES CORPORATION EXTANT COMPONENTS GROUP HOLDINGS, INC. EXTANT COMPONENTS GROUP INTERMEDIATE, INC. XXXXXXXX CORPORATION HYTEK FINISHES CO. ILC HOLDINGS, INC. XXXXX CORPORATION KIRKHILL INC. KORRY ELECTRONICS CO. XXXXX HOLDING CORPORATION XXXXX INTERNATIONAL CORPORATION XXXXX TECHNOLOGY GROUP, INC. MARATHONNORCO AEROSPACE, INC. XXXXX ELECTRIC CO. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. NMC GROUP, INC. NORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. NORWICH AERO PRODUCTS INC. PALOMAR PRODUCTS, INC. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. RACAL ACOUSTICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. SKANDIA, INC. XXXXXX AEROSPACE INC. TA AEROSPACE CO. TACTAIR FLUID CONTROLS, INC. TDG ESL HOLDINGS INC. TEAC AEROSPACE HOLDINGS, INC. TEAC AEROSPACE TECHNOLOGIES, INC. TEXAS ROTRONICS, INC. YOUNG & FRANKLIN INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer 00000 XXXXXXXXX XXXX LLC By: Xxxxxxxxx Technologies Corporation, as its sole member BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member CMC ELECTRONICS AURORA LLC By: Xxxxxxxxx Technologies Corporation, as its sole member ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace US LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member ESTERLINE EUROPE COMPANY LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXXXX TECHNOLOGIES SGIP, LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member SCIOTEQ LLC By: TREALITY SVS LLC, as its sole member By: Esterline Europe Company LLC, as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member SYMETRICS INDUSTRIES, LLC By: Symetrics Technology Group, LLC, as its sole member By: Extant Components Group Intermediate, Inc., as its sole member SYMETRICS TECHNOLOGY GROUP, LLC By: Extant Components Group Intermediate, Inc., as its sole member TREALITY SVS LLC By: Esterline Europe Company LLC, as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCOSEMCO LLC XXXXXXXXX LLC TELAIR US LLC TELAIR INTERNATIONAL LLC By: Telair US LLC, as its sole member WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chairman of the Board and Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxx Xxx Xxxx Xxxxx Name: Xxxxxx Xxx Xxxx Xxxxx Title: Chairman, Chief Executive Officer Chairman of the Board and President EXPRESS SCRIPTSTRANSDIGM UK HOLDINGS PLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director JOSLYN SUNBANK COMPANY, LLC By: Sunbank Family of Companies, LLC, as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer SUNBANK FAMILY OF COMPANIES, LLC By: Xxxxxxxxx Technologies Corporation, as its sole member By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer SOURIAU USA, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INCXXXXXX XXXXXXX & CO. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Title: Managing Director Authorized Signatory ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial PurchasersPurchaser, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGCHESAPEAKE ENERGY CORPORATION By: /s/ Martha A. Burger --------------------------------------- Name: Martha A. Burger Title: Seniox Xxxx Xxxxxxxxx SUBSIDIARY GUARANTORS: THE AMES COMPANY, INC. CHESAPEAKE ACXXXXITION CORPORATION CHESAPEAKE ROYALTY COMPANY NOMAC DRILLING CORPORATION CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE OPERATING, INC. CHESAPEAKE MOUNTAIN FRONT CORP. GOTHIC ENERGY CORPORATION GOTHIC PRODUCTION CORPORATION CARMEN ACQUISITION CORP. SAP ACQXXXXXXON CORP. CHESAPEAKE KNAN ACQUISITION CORPORATION CHESAPEAKE ENO ACQUISITION CORP. CHESAPEAKE BETA CORP. CHESAPEAKE DELTA CORP. CHESAPEAKE FOCUS CORP. By: /s/ Xxxxxx Xxx Martha A. Burger --------------------------------------- Name: Xxxxxx Xxx Martha A. Burger Title: ChairmanVice Xxxxxxxxx CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, Chief Executive Officer and President EXPRESS SCRIPTSL.P. CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE SIGMA, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express ScriptsL.P. By Chesapeake Operating, Inc., as sole Member general partner of each respective entity By: /s/ Xxxxxx Xxx Martha A. Burger -------------------------------------- Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Martha A. Burger Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS SALOMON SMITH BARNEY INC. By: /s/ Xxxxx X. Xxxxxxxxx Steve Cunningham -------------------------------------- Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxxxxxm Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (other than subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Initial Purchasers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INCFLEXTRONICS INTERNATIONAL LTD. By: /s/ Xxxxxx Xxxxxxx Xxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Xxxx ____________________________________ Name: Xxxxxxx XxXxxxx Xxxx Xxx Xxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Company Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CREDIT SUISSE FIRST BOSTON LLC CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. XXXXXX BROTHERS INC. XXXXXXX, XXXXX & CO. BANC OF AMERICA SECURITIES LLC BEAR, XXXXXXX & CO. INC. ABN AMRO ROTHSCHILD LLC FLEET SECURITIES, INC. BNP PARIBAS SECURITIES CORP. RBC DOMINION SECURITIES CORPORATION SCOTIA CAPITAL (USA) INC. BY: CREDIT SUISSE FIRST BOSTON LLC, By: /s/ Xxxxx X. Xxxxxxxxx Xxxx ________________________________ Name: Xxxxx X. Xxxxxxxxx Xxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGRockwood Specialties Group, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC Inc. By: /s/ Xxxxxxx XxXxxxx X. Vaelente Name: Xxxxxxx XxXxxxx X. Xxxxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. Assistant Secretary Each of the Guarantors listed on Schedule I hereto By: /s/ Xxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Assistant Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED XXXXXXX, XXXXX & CO. UBS LIMITED CREDIT SUISSE FIRST BOSTON LLC UBS SECURITIES (USA) LLC AS REPRESENTATIVES OF THE SEVERAL INITIAL PURCHASERS by: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director SCHEDULE I Guarantors Advantis Technologies, Inc. AlphaGary Corporation CeramTec North America Innovative Ceramic Engineering Corporation Chemetall Corporation Chemetall Chemical Products Inc. Chemetall Xxxxx Corp. Chemical Specialties, Inc. Compugraphics U.S.A. Inc. Cyantek Corporation Electrochemicals Inc. Exsil, Inc. Xxxxx Chile Holding Company Lurex, Inc. Oakite Products, Inc. Rockwood America Inc. Rockwood Specialties Inc. Rockwood Pigments NA, Inc. RS Funding Corporation RW Holding Corp. Xxxxxxxxxx Corporation Southern Clay Products, Inc. Southern Color N.A., Inc. ANNEX A Each broker-dealer that receives the Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the Exchange Securities received in exchange for the Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives the Exchange Securities for its own account in exchange for the Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives the Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for the Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of the Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells the Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Issuers and the Closing Date Guarantors in accordance with its terms. 20 Very truly yours, ARISTOTLE HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACYAurora Diagnostics Holdings, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP HoldingsChief Financial Officer Aurora Diagnostics Financing, Inc., as Partner Inc. By: /s/ Xxx Xxxxxxxxx Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxx Xxxxxxx X. Xxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSAChief Financial Officer Aurora Diagnostics, LLC EXPRESS SCRIPTS WCLaboratory of Dermatopathology ADX, INCLLC Aurora Michigan, LLC Aurora LMC, LLC Xxxxxxx Pathology ADX, LLC Xxxx & Xxxxxxx, LLC Xxxx &. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CAREXxxxxxx Holdings, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGSInc. Xxxxxxxxx Laboratories, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDINGInc. Covenant Healthcare Lab, LLC Aurora New Hampshire, LLC Seacoast Pathology, Inc. Xxxxxxxxxx Pathology,L.L.C. CR Collections, LLC Twin Cities Dermatopathology,LLC Aurora Greensboro, LLC Greensboro Pathology, LLC Aurora Massachusetts, LLC Pathology Solutions, LLC Biopsy Diagnostics, LLC By: /s/ Xxxxxxx X. Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxx X. Xxxxxx Title: Vice President Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. by: Xxxxxx Xxxxxxx & Co. Incorporated By: /s/ Xxxxx X. Xxxxxxxxx Xxxx Name: Xxxxx X. Xxxxxxxxx Xxxx Title: Executive Director by: Barclays Capital Inc. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) by: UBS Securities LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director High Yield Capital Markets By: /s/ Xxxxxxx Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), or such shorter period during which participating broker-dealers are required by law to deliver such a prospectus, it will make this Prospectus available to any broker-broker dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, or such shorter period during which participating broker-dealers are required by law to deliver such a prospectus, it will make this prospectus, as amended or supplemented, available to any broker-broker dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, or such shorter period during which participating broker-dealers are required by law to deliver such a prospectus, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers, the Issuer Purchaser and the Closing Date Company and the Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. WCA Waste Corporation By: /s/ Xxxxxx Xxx Jxxxxx X. Xxxxxxx, Xx. Name: Xxxxxx Xxx Title: ChairmanJxxxxx X. Xxxxxxx, Chief Executive Officer and President EXPRESS SCRIPTS, INCXx. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPTXxxxx Xxxxx Xxxxxxxx, INC. ESI MAIL PHARMACY SERVICELLC Material Recovery, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICESLLC Material Reclamation, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACYLLC Texas Environmental Waste Services, LLC Transit Waste, LLC Translift, Inc. Waste Corporation of Arkansas, Inc. Waste Corporation of Kansas, Inc. Waste Corporation of Missouri, Inc. Waste Corporation of Tennessee, Inc. Waste Corporation of Texas, L.P., by WCA Texas Management General, Inc., its general partner WCA Capital, Inc. WCA Holdings Corporation WCA Management Company, LP, by WCA Management General, Inc., its general partner WCA Management General, Inc. WCA of Alabama, L.L.C. WCA of Central Florida, Inc. WCA of Florida, Inc. WCA of High Point, LLC WCA of North Carolina, LLC WCA Shiloh Landfill, L.L.C. WCA Texas Management General, Inc. WCA Waste Systems, Inc. WCA Wake Transfer Station, LLC By: /s/ Xxxxxxx XxXxxxx Jxxxxx X. Xxxxxxx, Xx. Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGSJxxxxx X. Xxxxxxx, INCXx. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdingsof each of the foregoing entities WCA Management Limited, Inc., as Partner Inc. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Jxxx Xxxxxx Name: Xxxxx X. Jxxx Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Txx Xxxxxxxx Name: Xxxxxxx Xxxxxxx Txx Xxxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.SCHEDULE A

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: FLOWSERVE CORPORATION by /s/ Xxxxxx Xxx RENEX X. XXXXXXXXX ----------------------------------------- Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx Renex X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: Chief Financial Officer FLOWSERVE FINANCE B.V. by /s/ Xxx Xxxxxxxxx JOHN X. XXXXX ------------------------------------------ Name: Xxx Xxxxxxxxx John X. Xxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: Managing Director by /s/ Xxxxx X. Xxxxxx M. KATHXXXX XXXXX ------------------------------------------ Name: Xxxxx X. Xxxxxx M. Kathxxxx XxXxx Title: Vice President By: Care ContinuumManaging Director FLOWSERVE RED CORPORATION, Inc.FLOWSERVE FSD CORPORATION, as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSAFLOWSERVE FCD CORPORATION, LLC EXPRESS SCRIPTS WCFLOWSERVE INTERNATIONAL, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE., FLOWSERVE MANAGEMENT COMPANY (DE BUSINESS TRUST), BW/IP-NEW MEXICO, INC., FLOWSERVE INTERNATIONAL, LLC, DURAMETALLIC AUSTRALIA HOLDING COMPANY, FLOWSERVE INTERNATIONAL LIMITED, INNOVATIVE VALVE TECHNOLOGIES, INC., PLANT MAINTENANCE, INC., VARCO VALVE, INC., COLONIAL EQUIPMENT & SERVICE CO., INC., CECORP, INC., DIVT ACQUISITION-DELAWARE, LLC, DIVT SUBSIDIARY, LLC, SOUTHERN VALVE SERVICE, INC., L.T. XXXXX XXXUSTRIES, INC., KOPPL COMPANY, KOPPL INDUSTRIAL SYSTEMS, INC., HARLEY INDUSTRIES, INC., KOPPL COMPANY OF ARIZONA, SEELXX & XONEX, XXCORPORATED, GSV, INC., IPSCO-FLORIDA, INC., INTERNATIONAL PIPING SERVICES COMPANY, CYPRESS INDUSTRIES, INC., DALCO, LLC, PLANT SPECIALTIES, INC., ENERGY MAINTENANCE, INC., PREVENTIVE MAINTENANCE, INC., PRODUCTION MACHINE INCORPORATED, ICE LIQUIDATING, INC., VALVE REPAIR OF SOUTH CAROLINA, INC., THE SAFE SEAL COMPANY, INC., FLICXXXXXX-XXXICIA INC., PUGET INVESTMENTS, INC., STEAM SUPPLY & RUBBER CO., INC., FLICXXXXXX XXXPANY, BOYDXX, XXC., VALVE ACTUATION & REPAIR CO. EXPRESS SCRIPTS SENIOR CARE FLOWSERVE HOLDINGS, INC. By: IPSCO HOLDING, INC. by /s/ Xxxxxx Xxx JOHN X. XXXXX -------------------------------------- Name: Xxxxxx Xxx John X. Xxxxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED BANK OF AMERICA INTERNATIONAL LIMITED ABN AMRO BANK N.V. FIRST CHICAGO LIMITED As Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. Several Euro Notes Purchasers, By: CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED by /s/ Xxxxx X. Xxxxxxxxx ISABXX XXXAGALLI ------------------------------------ Name: Xxxxx X. Xxxxxxxxx Isabxx Xxxagalli Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.C

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, TRANSDIGM INC. By: /s/ Xxxxxx Xxx Xxxxxxx Xxxxx Name: Xxxxxx Xxx Xxxxxxx Xxxxx Title: ChairmanExecutive Vice President, Chief Executive Financial Officer and President EXPRESS SCRIPTSSecretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. XXXXXXXX CORPORATION HARCO LABORATORIES, INCORPORATED MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: /s/ Xxxxxx Xxx NameXxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Xxxxxx Xxx Title: ChairmanAviation Technologies, Chief Executive Officer and President AIRPORT HOLDINGSInc., LLC ESI REALTYits sole member WESTERN SKY INDUSTRIES, LLC By: Express ScriptsXxXxxxxxx Aerospace Investments, Inc., as its sole Member member By: /s/ Xxxxxx Xxx Xxxxxxx Xxxxx Name: Xxxxxx Xxx Xxxxxxx Xxxxx Title: Chairman, Chief Executive Officer Treasurer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY Secretary AVIONIC INSTRUMENTS LLC CONNECTYOURCARECDA INTERCORP LLC CEF INDUSTRIES, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, CHAMPION AEROSPACE LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, XXXXXXXXX HOLDINGS LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, XXXXXXXXX LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPTXxxxxxxxx Holdings LLC, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACYits sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx XxXxxxx Xxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President President, Chief Financial Officer and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. UBS Securities LLC By: /s/ Xxxxxx Xxxxx X. Xxxxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Director Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.() The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. SCHEDULE I INITIAL PURCHASERS UBS Securities LLC Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. Barclays Capital Inc. RBC Capital Markets, LLC SCHEDULE II LIST OF SUBSIDIARY GUARANTORS Name of Subsidiary State or Jurisdiction of Incorporation Acme Aerospace, Inc. Delaware Xxxxx Rite Aerospace, Inc. California AeroControlex Group, Inc. Delaware AmSafe – C Safe, Inc. Delaware AmSafe Commercial Products, Inc. Delaware AmSafe Global Holdings, Inc. Delaware AmSafe Industries, Inc. Delaware AmSafe, Inc. Delaware AP Global Acquisition Corp. Delaware AP Global Holdings, Inc. Delaware Arkwin Industries, Inc. New York Aviation Technologies, Inc. Delaware Avionic Instruments LLC Delaware AvtechTyee, Inc. Washington Bridport Erie Aviation, Inc Delaware Bridport Holdings, Inc. Delaware Bridport-Air Carrier, Inc. Xxxxxxxxxx Xxxxx Aerospace Inc. Delaware Xxxxx Industries, Inc. Colorado CDA InterCorp LLC Florida CEF Industries, LLC Delaware Champion Aerospace LLC Delaware Xxxxx Aerospace, Inc. Delaware Harco Laboratories, Incorporated Connecticut Xxxxxxxx Corporation California Malaysian Aerospace Services, Inc. Delaware MarathonNorco Aerospace, Inc. Delaware XxXxxxxxx Aerospace DE, Inc. Delaware XxXxxxxxx Aerospace Holdings, Inc. Delaware XxXxxxxxx Aerospace Investments, Inc. Delaware XxXxxxxxx Aerospace US LLC Delaware Xxxxxxxxx Holdings LLC Delaware Xxxxxxxxx International Sales Corp. Ohio Xxxxxxxxx LLC Delaware Semco Instruments, Inc. Delaware Xxxxxx Aerospace Inc. Delaware Texas Rotronics, Inc. Texas Transicoil LLC Delaware Western Sky Industries, LLC Delaware

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGKING PHARMACEUTICALS, INC. By: /s/ Xxxxxx Xxx Jefferson J. Gregory --------------------------------- Name: Xxxxxx Xxx Jefferson J. Gregory Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxxxxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing xxregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS CREDIT SUISSE FIRST BOSTON CORPORATION J.P. MORGAN SECURITIES INC. ., BANC OF AMERICA SECURITIES LLC UBS WARBURX XXX Xx: CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxx X. Xxxxxxxxx Paul Henderson ---------------------------------- Name: Xxxxx X. Xxxxxxxxx Xxxx Xxxxxxxon Title: Managing Director CREDIT SUISSE SECURITIES (USA) SCHEDULE A PURCHASERS Credit Suisse First Boston Corporation J.P. Morgan Securities Inc. Banc of America Securities LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange UBS Warburg XXX Xxxxxxn, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporatex Xxxxxn Xxxxxey & Co. Xxxxxporated Salomon Xxxxx Barxxx Xnc. CIBC World Xxxxxtx Xxxx. First Union Securitxxx, Xxx. Xxxntal & Co., L.L.C. Prudential Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectusIncorporated SG Cowen Securities Corporation Sun Trust Capital Markets, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.Inc.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGCHESAPEAKE ENERGY CORPORATION By: /s/ Martha A. Burger ---------------------------------------- Name: Martha A. Burger Title: Senior Xxxx Xxxxxxxxx SUBSIDIARY GUARANTORS: THE AMES COMPANY, INC. CHESAPEAKE ACQXXXXTION CORPORATION CHESAPEAKE ROYALTY COMPANY NOMAC DRILLING CORPORATION CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE OPERATING, INC. CHESAPEAKE MOUNTAIN FRONT CORP. GOTHIC ENERGY CORPORATION GOTHIC PRODUCTION CORPORATION CARMEN ACQUISITION CORP. SAP ACQUXXXXXXN CORP. CHESAPEAKE KNAN ACQUISITION CORPORATION CHESAPEAKE ENO ACQUISITION CORP. CHESAPEAKE BETA CORP. CHESAPEAKE DELTA CORP. CHESAPEAKE FOCUS CORP. By: /s/ Xxxxxx Xxx Martha A. Burger ---------------------------------------- Name: Xxxxxx Xxx Martha A. Burger Title: ChairmanVice Pxxxxxxxx CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, Chief Executive Officer and President EXPRESS SCRIPTSL.P. CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE SIGMA, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express ScriptsL.P. By Chesapeake Operating, Inc., as sole Member general partner of each respective entity By: /s/ Xxxxxx Xxx Martha A. Burger -------------------------------------- Name: Xxxxxx Xxx Martha A. Burger Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Vicx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BEAR, STEARNS & CO. INC. CREDIT SUISSE FIRST BOSTON CORPORATION LEHMAN BROTXXXX XXC. MORGAN STANLEY & CO. INCORPORATED SALOMON SMITH XXXXXX INC. Acting on behalf of themselves ox xxxxlx xx xxemselves and as Reprxxxxxxxxxx xx the Representatives of the several Initial Purchasers CITIGROUP GLOBAL MARKETS By: BEAR, STEARNS & CO. INC. By: /s/ Xxxxx X. Xxxxxxxxx Larry Alletto -------------------------------------- Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Larrx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. By the execution and delivery of this Agreement, the Issuers submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial PurchasersPurchaser, the Issuer Company and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGMAIL-WELL I CORPORATION By ---------------------------------------- Name: Title: MAIL-WELL, INC. By: /s/ Xxxxxx Xxx By ---------------------------------------- Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS1158673 ONTARIO, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: ChairmanCLASSIC ENVELOPE PLUS, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUGLTD. CML INDUSTRIES LTD. DISCOUNT LABELS, INC. CARE CONTINUUMENVELOPE INC.-ENVELOPPE TRANSIT INC. INNOVA ENVELOPE INC. MAIL-WELL ALBERTA FINANCE LP MAIL-WELL CANADA LEASING COMPANY MAIL-WELL COMMERCIAL PRINTING, INC. CFI OF NEW JERSEYMAIL-WELL GOVERNMENT PRINTING, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ONMAIL-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP WELL MEXICO HOLDINGS, INC. ESI RESOURCESMAIL-WELL SERVICES LLC MAIL-WELL TEXAS FINANCE LP MAIL-WELL WEST, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WCXXXXXXX XXXXXX & XXXX COMPANY MM&T PACKAGING COMPANY NATIONAL GRAPHICS COMPANY PNG INC. POSER BUSINESS FORMS, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CAREPRECISION FINE PAPERS, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGSREGIONAL ENVELOPPE PRODUCTS INC. - PRODUCTS ENVELOPPE REGIONAL INC. SUPREMEX, INC. By: /s/ Xxxxxx Xxx WISCO III, L.L.C. By ---------------------------------------- Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) FIRST BOSTON LLC By: /s/ Xxxxxxx Xxxxxxx CREDIT SUISSE FIRST BOSTON LLC By ------------------------------------ Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. ByAmerisourceBergen Corporation by: /s/ Xxxxxx Xxx XXXXXXX X. XXXXXXX --------------------------------- Name: Xxxxxx Xxx XXXXXXX X. XXXXXXX Title: ChairmanVICE PRESIDENT, Chief Executive Officer GENERAL COUNSEL and President EXPRESS SCRIPTS, INC. BySECRETARY AmeriSource Health Corporation by: /s/ Xxxxxx Xxx XXXXXXX X. XXXXXXX --------------------------------- Name: Xxxxxx Xxx XXXXXXX X. XXXXXXX Title: ChairmanVICE PRESIDENT, Chief Executive Officer GENERAL COUNSEL and President AIRPORT HOLDINGSSECRETARY AmeriSource Corporation AmeriSource Health Services Corporation AmeriSource Heritage Corporation AmeriSource Sales Corporation X.X. Xxxxx Healthcare, Inc. General Drug Company Health Services Capital Corporation Xxxxx Xxxxxxxx Company, Inc. SBS Pharmaceuticals, Inc. Value Apothecaries, Inc. Pharmacy Healthcare Solutions, Ltd. by: /s/ XXXXXXX X. XXXXXXX --------------------------------- Name: XXXXXXX X. XXXXXXX Title: VICE PRESIDENT, GENERAL COUNSEL and SECRETARY If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, Bergen Xxxxxxxx Corporation by: /s/ XXXXXX X. XXXXXXX --------------------------------- Name: XXXXXX X. XXXXXXX Title: CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER Alliance Health Services, Inc. Alliance Home Health Care, Inc. ASD Hemophilia Program L.P. ASD Hemophilia Management, LLC ESI REALTYASD Specialty Healthcare, Inc. BBC Laboratories BBC Packing Corporation BBC Special Packaging, Inc. BBC Transportation Company Bergen Xxxxxxxx Drug Company Bergen Xxxxxxxx Realty Services, Inc. Bergen Xxxxxxxx Operating Sub, Inc. Xxxxxxx Acquisition Corporation Brownstone Pharmacy, Inc. Capstone Med, Inc. Capstone Pharmacy of Delaware, Inc. Century Advertising, Inc. Choice Medical, Inc. Computran Systems, Inc. Compuscript, Inc. Corrections Pharmacies of California, LP Corrections Pharmacies, L.L.C. Corrections Pharmacies of Hawaii, LP Corrections Pharmacies Licensing Company, L.L.C. DD Wholesale, Inc. Drug Service Inc. Xxxxxxxxxx Drug, Inc. Xxxxxxxxxx Rx Services of Massachusetts, Inc. Xxxxxxxxxx Rx Services of Rhode Island, Inc. Xxxx-Xxxxxxxx Medical, Inc. Express Pharmacy Services, Inc. Family Center Pharmacy, Inc. Family Pharmaceuticals of America, Inc. Goot Nursing Home Pharmacy, Inc. Goot Westbridge Pharmacy, Inc. Goot's Goodies, Inc. Goot's Pharmacy & Orthopedic Supply, Inc. Green Barn, Inc. Healthcare Prescription Services, Inc. Home Medical Equipment Health Company Insta-Care Holdings, Inc. Insta-Care Pharmacy Services Corporation Integrated Commercialization Solutions, Inc. Inteplex, Inc. K/S Instrument Corp. LAD Drug Corporation Los Angeles Drug Corporation MDP Properties, Inc. Management Systems of America, Inc. Medical Health Industries, Inc. Medical Initiatives, Inc. Medi-Claim Medi-Mail, Inc. Medi-Phar, Inc. MedNet, MPC Corp. Omni Med B, Inc. Pharmacy Dynamics Group, Inc. Pharmacy Corporation of America, Inc. Pharmacy Corporation of America - Massachusetts, Inc. PharMerica, Inc. PharMerica Drug Systems Inc. Premier Pharmacy, Inc. RightPak, Inc. Rombro's Drug Center, Inc. Southwest Pharmacies, Inc. Southwestern Drug Corporation Stadt Solutions, LLC By: Express ScriptsTmesys, Inc.Inc. The Xxxxx Company The Lash Group, as sole Member ByInc. by: /s/ Xxxxxx Xxx MILAN A. SAWDEI ----------------------- Name: Xxxxxx Xxx MILAN A. SAWDEI Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President :SECRETARY The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf Credit Suisse First Boston Corporation Banc of themselves and America Securities LLC X.X. Xxxxxx Securities Inc. as the Representatives of the several Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: Credit Suisse First Boston Corporation by: /s/ Xxxxx XXXXXX X. Xxxxxxxxx XXXXX ------------------------- Name: Xxxxx XXXXXX X. Xxxxxxxxx XXXXX Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director :MANAGING DIRECTOR ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200[__], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus./1/ The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-broker- dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ____________________ /1/ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ANNEX D [_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _________________________________________________ Address: ______________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. SCHEDULE I Guarantors AmeriSource Health Corporation Bergen Xxxxxxxx Corporation Alliance Health Services, Inc. Alliance Home Health Care, Inc. ASD Hemophilia Program L.P. ASD Hemophilia Management, LLC ASD Specialty Healthcare Inc. BBC Laboratories BBC Packing Corporation BBC Special Packaging, Inc. BBC Transportation Company Bergen Xxxxxxxx Drug Company Bergen Xxxxxxxx Realty Services, Inc. Bergen Xxxxxxxx Operating Sub, Inc. Xxxxxxx Acquisition Corporation Brownstone Pharmacy, Inc. Capstone Med, Inc. Capstone Pharmacy of Delaware, Inc. Century Advertising, Inc. Choice Medical, Inc. Computran Systems, Inc. Compuscript, Inc. Corrections Pharmacies of California, LP Corrections Pharmacies, L.L.C. Corrections Pharmacies of Hawaii, LP Corrections Pharmacies Licensing Company, L.L.C. DD Wholesale, Inc. Drug Service Inc. Xxxxxxxxxx Drug, Inc. Xxxxxxxxxx Rx Services of Massachusetts, Inc. Xxxxxxxxxx Rx Services of Rhode Island, Inc. Xxxx-Xxxxxxxx Medical, Inc. Express Pharmacy Services, Inc. Family Center Pharmacy, Inc. Family Pharmaceuticals of America, Inc. Goot Nursing Home Pharmacy, Inc. Goot Westbridge Pharmacy, Inc. Goot's Goodies, Inc. Goot's Pharmacy & Orthopedic Supply, Inc. Green Barn, Inc. Healthcare Prescription Services, Inc. Home Medical Equipment Health Company Insta-Care Holdings, Inc. Insta-Care Pharmacy Services Corporation Integrated Commercialization Solutions, Inc. Inteplex, Inc. K/S Instrument Corp. LAD Drug Corporation Los Angeles Drug Corporation MDP Properties, Inc. Management Systems of America, Inc. Medical Health Industries, Inc. Medical Initiatives, Inc. MediDyne Corp. Medi-Claim Medi-Mail, Inc. Medi-Phar, Inc. MedNet, MPC Corp. Omni Med B, Inc. Pharmacy Dynamics Group, Inc. Pharmacy Corporation of America, Inc. Pharmacy Corporation of America - Massachusetts, Inc. PharMerica, Inc. PharMerica Drug Systems Inc. Premier Pharmacy, Inc. RightPak, Inc. Rombro's Drug Center, Inc. Southwest Pharmacies, Inc. Southwestern Drug Corporation Stadt Solutions, LLC Tmesys, Inc. The Xxxxx Company The Lash Group, Inc. AmeriSource Corporation AmeriSource Health Services Corporation AmeriSource Heritage Corporation AmeriSource Medical Supply, Inc. AmeriSource Sales Corporation X.X. Xxxxx Healthcare, Inc. General Drug Company Health Services Capital Corporation Xxxxx Xxxxxxxx Company, Inc. SBS Pharmaceuticals, Inc. Value Apothecaries, Inc. Pharmacy Healthcare Solutions, Ltd.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGKEY ENERGY SERVICES, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxx X. Xxxxxxxx Xxxxxx Title: Vice President CURASCRIPTand Treasurer KEY ENERGY SERVICES, LLC KEY ENERGY SERVICES CALIFORNIA, INC. ESI MAIL PHARMACY SERVICEKEY ENERGY SERVICES (MEXICO), INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION LLC MISR KEY ENERGY INVESTMENTS, LLC MISR KEY ENERGY SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACYLLC KEY ENERGY MEXICO, LLC By: /s/ Xxxxxxx XxXxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ X. Xxxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. ByCREDIT SUISSE SECURITIES (USA) LLC Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Capital One Southcoast, Inc. Credit Agricole Securities (USA) Inc. DNB Markets Inc. by: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxx Xxxx Name: Xxxxxxx Xxxxxxx Xxxx Xxxx Title: Managing Director ANNEX A Guarantors: Key Energy Services, LLC Key Energy Services California, Inc. Key Energy Services (Mexico), LLC Misr Key Energy Investments, LLC Misr Key Energy Services, LLC Key Energy Mexico, LLC ANNEX B Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B C Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C D PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your the Purchasers’ understanding of our agreement, please kindly sign and return to us one of the Issuer a counterpart counterparts hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the several Initial PurchasersCompany, the Issuer Guarantors and the Closing Date Guarantors Purchasers in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGTRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer TRANSDIGM INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. XXXXX AEROSPACE INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. EXTANT COMPONENTS GROUP HOLDINGS, INC. EXTANT COMPONENTS GROUP INTERMEDIATE, INC. XXXXXXXX CORPORATION ILC HOLDINGS, INC. KIRKHILL INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. NORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. SKANDIA, INC. XXXXXX AEROSPACE INC. TACTAIR FLUID CONTROLS, INC. TEAC AEROSPACE HOLDINGS, INC. TEAC AEROSPACE TECHNOLOGIES, INC. TEXAS ROTRONICS, INC. YOUNG & FRANKLIN INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Treasurer BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace US LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member SYMETRICS INDUSTRIES, LLC By: Symetrics Technology Group, LLC, as its sole member By: Extant Components Group Intermediate, Inc., as its sole member SYMETRICS TECHNOLOGY GROUP, LLC By: Extant Components Group Intermediate, Inc., as its sole member TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Treasurer AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCOSEMCO LLC XXXXXXXXX LLC TELAIR US LLC TELAIR INTERNATIONAL LLC By: Telair US LLC, as its sole member WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chairman of the Board and Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxx Xxx Xxxxxxxx X. Xxxxxxxx Name: Xxxxxx Xxx Xxxxxxxx X. Xxxxxxxx Title: Chairman, Chief Executive Officer Chairman of the Board and President EXPRESS SCRIPTS, INC. TRANSDIGM UK HOLDINGS PLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx Xxxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INCXXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxx X. Xxxxxxxxx Xxxxxx Xxxxxx Name: Xxxxx X. Xxxxxxxxx Xxxxxx Xxxxxx Title: Managing Director Authorized Signatory CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, OUTERWALL INC. By: /s/ Xxxxxx Xxx Xxxxx X. Xxxxx Name: Xxxxxx Xxx Xxxxx X. Xxxxx Title: Chairman, Chief Executive Financial Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT GUARANTORS CUHL HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc.OUTERWALL INC., as sole Member Sole Manager By: /s/ Xxxxxx Xxx Xxxxx X. Xxxxx Name: Xxxxxx Xxx Xxxxx X. Xxxxx Title: ChairmanChief Financial Officer CUHL FOODS LLC By: CUHL HOLDINGS, Chief Executive Officer LLC, as Sole Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARETreasurer CLOVER ONE, LLC CURASCRIPT PBM SERVICES By: OUTERWALL INC. DIVERSIFIED PHARMACEUTICAL SERVICES., INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXXas Sole Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Financial Officer COINSTAR INTERNATIONAL, INC. By: /s/ Xxxxx X. Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxx Xxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACYChief Financial Officer COINSTAR PROCUREMENT, LLC By: OUTERWALL INC., as Sole Manager By: /s/ Xxxxxxx XxXxxxx Xxxxx X. Xxxxx Name: Xxxxxxx XxXxxxx Xxxxx X. Xxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCESChief Financial Officer ECOATM, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx Xxxxx X. Xxxxx Name: Xxxxxx Xxxxx X. Xxxxx Title: Vice President and Deputy General Counsel SESAME HOLDINGS, LLC, By: ESI-GP Holdings, Inc.OUTERWALL INC., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner Sole Manager By: /s/ Xxxxx X. Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxx Xxxxx Title: Vice President Chief Financial Officer REDBOX AUTOMATED RETAIL, LLC By: Care Continuum, Inc.OUTERWALL INC., as Partner Sole Manager By: /s/ Xxxxx X. Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxx Xxxxx Title: Vice President EXPRESS SCRIPTS MSAChief Financial Officer RAR VENTURES LLC, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CAREREDBOX AUTOMATED RETAIL, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGSLLC, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC as Sole Manager By: /s/ Xxxxx X. Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxx Xxxxx Title: Vice President Treasurer REDBOX INCENTIVES LLC By: REDBOX AUTOMATED RETAIL, LLC, as Sole Member By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives HSBC SECURITIES (USA) INC. As Representative of the Initial Purchasers CITIGROUP GLOBAL MARKETS HSBC SECURITIES (USA) INC. By: /s/ Xxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after following the Expiration Date (as defined herein)effective date of the registration statement of which this Prospectus forms a part, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after following the Expiration Dateeffective date of the registration statement of which this Prospectus forms a part, it will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until (and including) , 20 , ,1 all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.2 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after following the Expiration Date effective date of the registration statement of which this Prospectus forms a part, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one 1 Insert date that is 40 days after the effective date of the registration statement of which this Prospectus forms a part. 2 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. ANNEX E Counterpart to Registration Rights Agreement The undersigned, as a Guarantor (as defined in the Registration Rights Agreement, dated June 9, 2014 by and among Outerwall Inc., a Delaware corporation, the Guarantors signatory thereto and HSBC Securities (USA) Inc., as Representative of the several Initial Purchasers), hereby absolutely, unconditionally and irrevocably agrees, jointly and severally with the Company and each other Guarantor, to comply with and be bound by the terms and provisions of such Registration Rights Agreement.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Company and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGCOMPANY: AFFINION GROUP, INC. By /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Chief Executive Officer GUARANTORS: AFFINION BENEFITS GROUP, INC. AFFINION DATA SERVICES, INC. AFFINION GROUP, LLC AFFINION LOYALTY GROUP, INC. AFFINION PUBLISHING, LLC XXXXXXXX AGENCY, INC. LONG TERM PREFERRED CARE, INC. TRAVELERS ADVANTAGE SERVICES, INC. TRILEGIANT AUTO SERVICES, INC. TRILEGIANT CORPORATION TRILEGIANT INSURANCE SERVICES, INC. TRILEGIANT RETAIL SERVICES, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President CURASCRIPTChief Executive Officer CUC ASIA HOLDINGS, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC by its partners: Trilegiant Corporation By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President By: Care ContinuumChief Executive Officer Trilegiant Retail Services, Inc., as Partner Inc. By: /s/ Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers CITIGROUP GLOBAL MARKETS INCPurchasers. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: DEUTSCHE BANK SECURITIES INC. By CREDIT SUISSE SECURITIES (USA) LLC By /s/ Xxxxxxx Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Title: Managing Director By DEUTSCHE BANK SECURITIES INC. By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director By /s/ Xxxxxxx X Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 200_ , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _____________________________________ Address: ___________________________________

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer, the Co-Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, CLOUD PEAK ENERGY RESOURCES LLC By: /s/ Xxxxx X. Xxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxxx Title: Vice President & CEO CLOUD PEAK ENERGY FINANCE CORP. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO XXXXXXX MINING LLC XXXXXXX MINING HOLDINGS LLC CABALLO ROJO LLC CABALLO ROJO HOLDINGS LLC NERCO LLC NERCO COAL LLC ANTELOPE COAL LLC SPRING CREEK COAL LLC NERCO COAL SALES LLC PROSPECT LAND AND DEVELOPMENT LLC NORTHERN COAL TRANSPORTATION LLC KENNECOTT COAL SALES LLC RESOURCE DEVELOPMENT LLC WESTERN MINERALS LLC SEQUATCHIE VALLEY COAL CORPORATION CLOUD PEAK ENERGY SERVICES COMPANY By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial several Purchasers CITIGROUP GLOBAL MARKETS INCXXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director Vice President CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director RBC CAPITAL MARKETS CORPORATION By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Company and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGWendy’s/Arby’s Restaurants, LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer WENDY’S INTERNATIONAL, INC. THE NEW BAKERY COMPANY OF OHIO, INC. WENDY’S OF DENVER, INC. WENDY’S OF N.E. FLORIDA, INC. WENDY’S OLD FASHIONED HAMBURGERS OF NEW YORK, INC. By: /s/ Xxxxxx Xxx Xxxxxxx X. Xxxx Name: Xxxxxx Xxx Xxxxxxx X. Xxxx Title: Chairman, Senior Vice President and Chief Executive Financial Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTYBDJ 71112, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxx X. Xxxxxx Xxx Name: Xxxx X. Xxxxxx Xxx Title: ChairmanSenior Vice President, Chief Executive Officer General Counsel and President XXXXXXX DRUGSecretary ARBY’S RESTAURANT HOLDINGS, LLC TRIARC RESTAURANT HOLDINGS, LLC ARBY’S RESTAURANT GROUP, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCAREARBY’S RESTAURANT, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL ARBY’S, LLC WENDY’S/ARBY’S SUPPORT CENTER, LLC ARG SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISESSYBRA, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE ARBY’S IP HOLDER TRUST RTM ACQUISITION COMPANY, LLC HEALTHBRIDGERTM, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORTLLC RTM PARTNERS, INC. iBIOLOGICLLC RTM OPERATING COMPANY, INC. IVTXLLC RTM DEVELOPMENT COMPANY, INC. LYNNFIELD COMPOUNDING CENTERLLC RTMSC, INC. LYNNFIELD DRUGLLC RTM GEORGIA, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORSRTM ALABAMA, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTIONLLC RTM WEST, INC. PRIORITY HEALTHCARE PHARMACYLLC RTM SEA-TAC, INC. XXXXXXXXXXXXXXXXXX.XXXLLC RTM INDIANAPOLIS, INC. SINUSPHARMACYLLC FRANCHISE ASSOCIATES, INC. SPECIALTY INFUSION PHARMACYLLC RTM SAVANNAH, INC. SPECTRACARELLC RTM GULF COAST, INC. SPECTRACARE HEALTH CARE VENTURESLLC RTM PORTLAND, INC. SPECTRACARE INFUSION PHARMACYLLC RTM MID-AMERICA, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACYLLC ARG RESOURCES, LLC By: /s/ Xxxxxxx XxXxxxx X. Xxxx Name: Xxxxxxx XxXxxxx X. Xxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director Banc of America Securities LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Citigroup Global Markets Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Acting on behalf of themselves and as the Representatives of the Several Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. _______________________________

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, THE NEW HOME COMPANY INC. /s/ Xxxx X. Xxxxxxxx By:_____________________________ Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer [Signature Page to Registration Rights Agreement] GUARANTORS: TNHC REALTY AND CONSTRUCTION INC. a Delaware corporation /s/ Xxxx X. Xxxxxxxx __________________________________________________ Name: Xxxx X. Xxxxxxxx Its: Chief Financial Officer THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company THE NEW HOME COMPANY NORTHERN CALIFORNIA LLC a Delaware limited liability company TNHC LAND COMPANY LLC a Delaware limited liability company TNHC ARIZONA LLC a Delaware limited liability company By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxxxx Xxx Xxxx X. Xxxxxxxx ___________________________________ Name: Xxxxxx Xxx TitleXxxx X. Xxxxxxxx Its: Chairman, Chief Executive Financial Officer TNHC SAN XXXX LLC a Delaware limited liability company By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Sole Member and President EXPRESS SCRIPTS, Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx X. Xxxxxxxx ____________________________________ Name: Xxxx X. Xxxxxxxx Its: Chief Financial Officer TNHC-SANTA CLARITA GP, LLC a Delaware limited liability company By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxxxx Xxx Xxxx X. Xxxxxxxx _____________________________________ Name: Xxxxxx Xxx TitleXxxx X. Xxxxxxxx Its: Chairman, Chief Executive Financial Officer and President AIRPORT HOLDINGSLR8 INVESTORS, LLC ESI REALTY, LLC a Delaware limited liability company By: Express Scripts, Inc., THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as sole Member By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxxxx Xxx Xxxx X. Xxxxxxxx _____________________________________ Name: Xxxxxx Xxx TitleXxxx X. Xxxxxxxx Its: Chairman, Chief Executive Financial Officer and President XXXXXXX DRUG, By: TNHC REALTY AND CONSTRUCTION INC. CARE CONTINUUMa Delaware corporation as Member /s/ Xxxx X. Xxxxxxxx __________________________________________ Name: Xxxx X. Xxxxxxxx Its: Chief Financial Officer LR8 OWNER, LLC a Delaware limited liability company By: LR8 INVESTORS, LLC a Delaware limited liability company as Sole Member By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Member By: THE NEW HOME COMPANY INC. CFI OF NEW JERSEY, a Delaware corporation as Sole Member and Manager /s/ Xxxx X. Xxxxxxxx ________________________________ Name: Xxxx X. Xxxxxxxx Its: Chief Financial Officer By: TNHC REALTY AND CONSTRUCTION INC. CHESAPEAKE INFUSION, a Delaware corporation as Member /s/ Xxxx X. Xxxxxxxx ______________________________________ Name: Xxxx X. Xxxxxxxx Its: Chief Financial Officer TNHC-CALABASAS GP LLC a Delaware limited liability company By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. CONNECTYOURCARE a Delaware corporation as Sole Member and Manager /s/ Xxxx X. Xxxxxxxx ____________________________________ Name: Xxxx X. Xxxxxxxx Its: Chief Financial Officer TNHC GROVE INVESTMENT LLC a Delaware limited liability company By: THE NEW HOME COMPANY NORTHERN CALIFORNIA LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx X. Xxxxxxxx ___________________________________ Name: Xxxx X. Xxxxxxxx Its: Chief Financial Officer TNHC CANYON OAKS LLC a Delaware limited liability company By: TNHC LAND COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. DIVERSIFIED PHARMACEUTICAL SERVICES, a Delaware corporation as Sole Member and Manager /s/ Xxxx X. Xxxxxxxx ______________________________ Name: Xxxx X. Xxxxxxxx Its: Chief Financial Officer TNHC-ARANTINE GP LLC a Delaware limited liability company By: TNHC LAND COMPANY LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: a Delaware corporation as Sole Member and Manager /s/ Xxxxx Xxxx X. Xxxxxx Xxxxxxxx ______________________________ Name: Xxxxx Xxxx X. Xxxxxx TitleXxxxxxxx Its: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Chief Financial Officer [Signature Page to Registration Rights Agreement] The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx By:____/s/ Xxxxxx Palombin_______ Name: Xxxxxxx Xxxxxxx Xxxxxx Palombin Title: Managing Director Acting on behalf of itself And as the Representative Of the Several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20[ ] , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.() The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer broker‑dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ____________________________________________ Address: ___________________________________________ ___________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. SCHEDULE I LIST OF INITIAL PURCHASERS Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC SCHEDULE II GUARANTORS Subsidiary State of Incorporation or Formation LR8 Investors, LLC Delaware LR8 Owner, LLC Delaware The New Home Company Northern California LLC Delaware The New Home Company Southern California LLC Delaware TNHC Arizona LLC Delaware TNHC Canyon Oaks LLC Delaware TNHC Grove Investment LLC Delaware TNHC Land Company LLC Delaware TNHC Realty and Construction Inc. Delaware TNHC San Xxxx LLC Delaware TNHC-Arantine GP LLC Delaware TNHC-Calabasas GP LLC Delaware

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your the Purchasers’ understanding of our agreement, please kindly sign and return to us one of the Issuer a counterpart counterparts hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the several Initial PurchasersCompany, the Issuer Closing Guarantors and the Closing Date Guarantors Purchasers in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGTRANSDIGM INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. ANGUS ELECTRONICS CO. ARKWIN INDUSTRIES, INC. ARMTEC COUNTERMEASURES CO. ARMTEC COUNTERMEASURES TNO CO. ARMTEC DEFENSE PRODUCTS CO. AUXITROL WESTON USA, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. XXXXX AEROSPACE INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. ESTERLINE INTERNATIONAL COMPANY XXXXXXXXX TECHNOLOGIES CORPORATION EXTANT COMPONENTS GROUP HOLDINGS, INC. EXTANT COMPONENTS GROUP INTERMEDIATE, INC. XXXXXXXX CORPORATION HYTEK FINISHES CO. ILC HOLDINGS, INC. XXXXX CORPORATION KIRKHILL INC. KORRY ELECTRONICS CO. XXXXX HOLDING CORPORATION XXXXX INTERNATIONAL CORPORATION XXXXX TECHNOLOGY GROUP, INC. MARATHONNORCO AEROSPACE, INC. XXXXX ELECTRIC CO. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. NMC GROUP, INC. NORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. NORWICH AERO PRODUCTS INC. PALOMAR PRODUCTS, INC. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. RACAL ACOUSTICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. SKANDIA, INC. XXXXXX AEROSPACE INC. TA AEROSPACE CO. TACTAIR FLUID CONTROLS, INC. TDG ESL HOLDINGS INC. TEAC AEROSPACE HOLDINGS, INC. TEAC AEROSPACE TECHNOLOGIES, INC. TEXAS ROTRONICS, INC. YOUNG & FRANKLIN INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer 00000 XXXXXXXXX XXXX LLC By: Xxxxxxxxx Technologies Corporation, as its sole member BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member CMC ELECTRONICS AURORA LLC By: Xxxxxxxxx Technologies Corporation, as its sole member ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace US LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member ESTERLINE EUROPE COMPANY LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXXXX TECHNOLOGIES SGIP, LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member SCIOTEQ LLC By: TREALITY SVS LLC, as its sole member By: Esterline Europe Company LLC, as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member SYMETRICS INDUSTRIES, LLC By: Symetrics Technology Group, LLC, as its sole member By: Extant Components Group Intermediate, Inc., as its sole member SYMETRICS TECHNOLOGY GROUP, LLC By: Extant Components Group Intermediate, Inc., as its sole member TREALITY SVS LLC By: Esterline Europe Company LLC, as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCOSEMCO LLC NORDISK AVIATION PRODUCTS LLC By: Telair US LLC, as its sole member XXXXXXXXX LLC TELAIR US LLC WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chairman of the Board and Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxx Xxx Xxxx Xxxxx Name: Xxxxxx Xxx Xxxx Xxxxx Title: Chairman, Chief Executive Officer Chairman of the Board and President EXPRESS SCRIPTS, INC. TRANSDIGM UK HOLDINGS PLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INCXXXXXXX SACHS & CO. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Acting on behalf of itself and as a Representative of the several Purchasers The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory Acting on behalf of itself and as a Representative of the several Purchasers ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. TRANSDIGM UK HOLDINGS PLC By: /s/ Xxxxxx Xxx Xxxxxxxx X. Xxxxxxxx Name: Xxxxxx Xxx Xxxxxxxx X. Xxxxxxxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, Director TRANSDIGM INC. By: /s/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Title: Xxxxxxx Title Executive Vice President CURASCRIPTand Interim Chief Financial Officer TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title Executive Vice President and Interim Chief Financial Officer ACME AEROSPACE, INC. ESI MAIL PHARMACY SERVICEXXXXX RITE AEROSPACE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICESAEROCONTROLEX GROUP, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT COAIRBORNE ACQUISITION, INC. MOORESVILLE ON-SITE PHARMACYAIRBORNE GLOBAL, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP INC. AIRBORNE HOLDINGS, INC. ESI RESOURCESAIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. XXXXX AEROSPACE INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace US LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXXX CORPORATION ILC HOLDINGS, INC. XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member KIRKHILL INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member NORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. XXXXXX AEROSPACE INC. TACTAIR FLUID CONTROLS, INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member YOUNG & FRANKLIN INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Treasurer AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC INTERIORS IN FLIGHT LLC XXXXXXXXX LLC TELAIR US LLC TELAIR INTERNATIONAL LLC By: Telair US LLC, as its sole member WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Interim Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chairman of the Board and Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx Xxxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice Chairman of the Board and President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Xxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxxxx Xxxxxx Xxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director Head of Global Leveraged Finance For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGCOINSTAR, INC. By: /s/ Xxxxxx Xxx J. Xxxxx Xx Xxxxxxx Name: Xxxxxx Xxx J. Xxxxx Xx Xxxxxxx Title: ChairmanChief Financial Officer CLOVER ONE, Chief Executive Officer and President EXPRESS SCRIPTSLLC, as Guarantor By: COINSTAR, INC. ., as Sole Manager By: /s/ Xxxxxx Xxx J. Xxxxx Xx Xxxxxxx Name: Xxxxxx Xxx J. Xxxxx Xx Xxxxxxx Title: ChairmanChief Financial Officer COINSTAR INTERNATIONAL, Chief Executive Officer and President AIRPORT HOLDINGSINC., LLC ESI REALTY, LLC as Guarantor By: Express Scripts/s/ J. Xxxxx Xx Xxxxxxx Name: J. Xxxxx Xx Xxxxxxx Title: Chief Financial Officer COINSTAR PROCUREMENT, Inc.LLC, as sole Guarantor By: COINSTAR, INC., as Sole Manager By: /s/ J. Xxxxx Xx Xxxxxxx Name: J. Xxxxx Xx Xxxxxxx Title: Chief Financial Officer CUHL FOODS, LLC, as Guarantor By: CUHL HOLDINGS INC., as Sole Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President CUHL HOLDINGS INC., as Guarantor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President OCEAN WIDE, INC., as Guarantor By: /s/ J. Xxxxx Xx Xxxxxxx Name: J. Xxxxx Xx Xxxxxxx Title: CFO and Treasurer RAR VENTURES, LLC, as Guarantor By: REDBOX AUTOMATED RETAIL, LLC, as Sole Manager By: /s/ J. Xxxxx Xx Xxxxxxx Name: J. Xxxxx Xx Xxxxxxx Title: Vice President REDBOX AUTOMATED RETAIL, LLC, as Guarantor By: COINSTAR, INC., as Sole Manager By: /s/ J. Xxxxx Xx Xxxxxxx Name: J. Xxxxx Xx Xxxxxxx Title: Chief Financial Officer REDBOX INCENTIVES LLC, as Guarantor By: REDBOX AUTOMATED RETAIL, LLC, as Sole Member By: /s/ Xxxxxx Xxx J. Xxxxx Xx Xxxxxxx Name: Xxxxxx Xxx J. Xxxxx Xx Xxxxxxx Title: ChairmanChief Financial Officer SESAME HOLDINGS, Chief Executive Officer and President XXXXXXX DRUGLLC, as Guarantor By: OCEAN WIDE, INC. CARE CONTINUUM., INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. as Sole Manager By: /s/ J. Xxxxx X. Xxxxxx Xx Xxxxxxx Name: J. Xxxxx X. Xxxxxx Xx Xxxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President CFO and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED As Representative of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after following the Expiration Date (as defined herein)effective date of the registration statement of which this Prospectus forms a part, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after following the Expiration Dateeffective date of the registration statement of which this Prospectus forms a part, it will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until (and including) , 20 , ,1 all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.2 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after following the Expiration Date effective date of the registration statement of which this Prospectus forms a part, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one 1 Insert date that is 40 days after the effective date of the registration statement of which this Prospectus forms a part. 2 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. ANNEX E Counterpart to Registration Rights Agreement The undersigned, as a Guarantor (as defined in the Registration Rights Agreement, dated March [—], 2013 by and among Coinstar, Inc., a Delaware corporation, the Guarantors signatory thereto and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as Representative of the several Initial Purchasers), hereby absolutely, unconditionally and irrevocably agrees, jointly and severally with the Company and each other Guarantor, to comply with and be bound by the terms and provisions of such Registration Rights Agreement.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Company and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGAFFINION GROUP, INC., by /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Chief Executive Officer AFFINION AUTO SERVICES, INC. AFFINION DATA SERVICES, INC. AFFINION GROUP, LLC AFFINION MEMBERSHIP SERVICES HOLDINGS SUBSIDIARY LLC AFFINION PUBLISHING, INC. BENEFIT CONSULTANTS MEMBERSHIP, INC. XXXXXXXX AGENCY, INC. COMP-U-CARD SERVICES LLC CREDENTIALS SERVICES INTERNATIONAL, INC. LONG TERM PREFERRED CARE, INC. MCM GROUP, LTD. NGI HOLDINGS, INC. PREFERRED CARE AGENCY, INC. PROGENY MARKETING INNOVATIONS OF KENTUCKY, INC. PROGENY MARKETING INNOVATIONS INC. SAFECARD SERVICES, INCORPORATED TRAVELERS ADVANTAGE SERVICES, INC. TRILEGIANT AUTO SERVICES, INC. TRILEGIANT CORPORATION TRILEGIANT INSURANCE SERVICES, INC. TRILEGIANT LOYALTY SOLUTIONS, INC. TRILEGIANT MARKETING SERVICES, INC. TRILEGIANT RETAIL SERVICES, INC. TRL GROUP, INC. UNITED BANK CLUB ASSOCIATION, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC Chief Executive Officer CUC ASIA HOLDINGS By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESIComp-GP HOLDINGSU-Card Services LLC, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers CITIGROUP GLOBAL MARKETS Purchasers. CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES INC. By: By CREDIT SUISSE FIRST BOSTON LLC By /s/ Xxxxxxx Xxxxx X. Xxxxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE By DEUTSCHE BANK SECURITIES (USA) LLC By: INC. By /s/ Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Title: Director By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ] , 20 200_ , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. ACCURIDE CORPORATION By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxx Title: Vice President CURASCRIPT/ General Counsel GUARANTORS ACCURIDE CUYAHOGA FALLS, INC. ESI MAIL PHARMACY SERVICEACCURIDE XXXXXXXXX LIMITED LIABILITY COMPANY ACCURIDE DISTRIBUTING, LLC ACCURIDE EMI, LLC AOT INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP XXXXXXX HOLDINGS, INC. ESI RESOURCESXXXXXXX SEATING, INC. XXXXXXX SPECIALTY SEATING, INC. BRILLION IRON WORKS, INC. ERIE LAND HOLDING, INC. FABCO AUTOMOTIVE CORPORATION GUNITE CORPORATION IMPERIAL GROUP HOLDING CORP. — 1 IMPERIAL GROUP HOLDING CORP. — 2 JAII MANAGEMENT COMPANY TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. TRUCK COMPONENTS INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxx Title: Secretary AKW GENERAL PARTNER L.L.C. By: Accuride Corporation, as Sole Member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President / General Counsel ACCURIDE ERIE L.P. By: Care Continuum, Inc.AKW General Partner L.L.C., as General Partner By: Accuride Corporation, as Sole Member By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA/ General Counsel IMPERIAL GROUP, LLC EXPRESS SCRIPTS WCL.P. By: Imperial Group Holding Corp. — 1, INC. its General Partner By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxx Title: Vice President Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Acting on behalf of themselves and as the Representative of the several Purchasers ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20[·], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Company and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. ACCO Brands Corporation By: /s/ /s/Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President, Secretary and General Counsel ACCO Brands USA LLC By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Deputy General Counsel Secretary Day-Timers Inc. By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx /s/Xxxxxx Xxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxxx Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Secretary General Binding Corporation By: Care Continuum, Inc., as Partner By: /s/ /s/Xxxxxx Xxxxx X. Xxxxxx Name: Xxxxxx Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSAand Secretary ACCO International Holdings, LLC EXPRESS SCRIPTS WC, INC. Inc. By: /s/ /s/Xxxxxx Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxxx Xxxxx Title: Vice President EXPRESS SCRIPTS SENIOR CAREand Secretary GBC International, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. Inc. By: /s/ /s/Xxxxxx Xxx Xxxxx Name: Xxxxxx Xxx Xxxxx Title: Vice President EXPRESS SCRIPTS CANADA HOLDINGand Secretary ACCO Brands International, Inc. By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Secretary ACCO Europe Finance Holdings, LLC By: /s/ /s/Xxxxxx Xxxxx X. Xxxxxx Name: Xxxxxx Xxxxx X. Xxxxxx Title: Vice President and Secretary ACCO Europe International Holdings LLC By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Secretary Swingline Inc. By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Secretary Polyblend Corporation By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Secretary Xxxxx International, Inc. By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES By Credit Suisse Securities (USA) LLC By: /s/ /s/Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director By Deutsche Bank Securities Inc. By: /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director By: /s/Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director By Banc of America Securities LLC By: /s/Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director By BMO Capital Markets Corp. By: /s/Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Managing Director By Barclays Capital Inc. By: /s/Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Director By Barrington Research Associates, Inc. By: /s/Xxxxxxx Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President and Treasurer By CJS Securities, Inc. By: /s/Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Managing Director By SunTrust Xxxxxxxx Xxxxxxxx, Inc. By: /s/Xxxxxxxxxxx X. Xxxx Name: Xxxxxxxxxxx X. Xxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ____________________________________________ Address: ___________________________________________ ___________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. SCHEDULE A ACCO Brands USA LLC Day-Timers Inc. General Binding Corporation ACCO International Holdings, Inc. GBC International, Inc. ACCO Brands International, Inc. ACCO Europe Finance Holdings, LLC ACCO Europe International Holdings LLC Swingline Inc. Polyblend Corporation Xxxxx International, Inc.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. Hercules Incorporated By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner and Treasurer The Guarantors Listed on Schedule A By: /s/ Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES Credit Suisse First Boston LLC Wachovia Capital Markets, LLC Scotia Capital (USA) Inc. Deutsche Bank Securities Inc. by: Credit Suisse First Boston LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director SCHEDULE A Aqualon Company Athens Holdings, Inc. Xxxxxxxxx Holdings, Inc. East Bay Realty Services, Inc. FiberVisions Incorporated FiberVisions, L.L.C. FiberVisions L.P. FiberVisions Products, Inc. Hercules Country Club, Inc. Hercules Credit, Inc. Hercules Euro Holdings, LLC Hercules Finance Co. Hercules Flavor, Inc. Hercules Hydrocarbon Holdings, Inc. Hercules International Limited, LLC Hercules Paper Holdings, Inc. Hercules Shared Services Corporation WSP, Inc. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.() The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ____________________________________________ Address: ___________________________________________ ___________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: CONCENTRA OPERATING CORPORATION by /s/ Xxxxxx Xxx XXXXXXX X. XXXX XX Name: Xxxxxx Xxx Xxxxxxx X. Xxxx XX Title: ChairmanExecutive Vice President, Chief Executive Officer General Counsel and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL Corporate Secretary CONCENTRA HEALTH SERVICES, INC. ESI ACQUISITION., INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: by /s/ Xxxxx XXXXXXX X. Xxxxxx XXXX XX Name: Xxxxx Xxxxxxx X. Xxxxxx Xxxx XX Title: Executive Vice President CURASCRIPTPresident, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION General Counsel and Corporate Secretary CONCENTRA INTEGRATED SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY., LLC By: by /s/ Xxxxxxx XxXxxxx XXXXXXX X. XXXX XX Name: Xxxxxxx XxXxxxx X. Xxxx XX Title: Executive Vice President ESI-GP HOLDINGSand Clerk CONCENTRA LABORATORY, INC. ESI RESOURCESL.L.C., INC. By: by /s/ Xxx Xxxxxxxxx XXXXXXX X. XXXX XX Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Xxxx XX Title: Vice President and Deputy General Counsel By: ESI-GP HoldingsCorporate Secretary CONCENTRA MANAGED CARE BUSINESS TRUST, Inc., as Partner By: by /s/ Xxx Xxxxxxxxx XXXXXX X. XXXXXX Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Trustee CONCENTRA MANAGEMENT SERVICES, INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President By: Care Continuumand Corporate Secretary CONCENTRA PREFERRED SYSTEMS, Inc.INC., as Partner By: by /s/ Xxxxx XXXXXXX X. Xxxxxx XXXX XX Name: Xxxxx Xxxxxxx X. Xxxx Title: Executive Vice President, General Counsel and Corporate Secretary CONCENTRA PREFERRED BUSINESS TRUST, by /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Trustee XXX MANAGED CARE OF WASHINGTON, INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Executive Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WCand Corporate Secretary CRA-MCO, INC. By., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Executive Vice President and Corporate Secretary FIRST NOTICE SYSTEMS, INC., by /s/ Xxxxxx Xxxxxxxx XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President and Corporate Secretary FOCUS HEALTHCARE BUSINESS TRUST, by /s/ XXXXXX X. XXXXXX Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Trustee FOCUS HEALTHCARE MANAGEMENT, INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President and Corporate Secretary HEALTHNETWORK SYSTEMS LLC, by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President, General Counsel and Corporate Secretary MEDICAL NETWORK SYSTEMS LLC, by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President, General Counsel and Corporate Secretary METRACOMP INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President and Corporate Secretary NATIONAL HEALTHCARE RESOURCES, INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Senior Vice President and Corporate Secretary NHR WASHINGTON, INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President and Corporate Secretary OCCUCENTERS I, L.P. By its general partner CONCENTRA HEALTH SERVICES INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Executive Vice President, General Counsel and Corporate Secretary OCI HOLDINGS, INC., by /s/ XXXX XXXXXXXX Name: Xxxx Xxxxxxxx Title: Corporate Secretary and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC Acting on behalf of themselves itself and as the Representatives Representative of the Initial Purchasers CREDIT SUISSE FIRST BOSTON LLC by /S/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. Acting on behalf of itself and as the Representative of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: by /s/ Xxxxx XXXXXXX X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx XXXXXXXX Name: Xxxxxxx Xxxxxxx X. Xxxxxxxx Title: Managing Director Vice President ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than current or subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Issuers and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGFOAMEX L.P. By: FMXI, INC., its Managing General Partner FOAMEX CAPITAL CORPORATION by /s/ George L. Karpinski ------------------------- Name: George L. Karpinski Title: Vice Xxxxxxxxx FOAMEX ASIA, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTSFOAMEX CARPET CUSHION LLC FOAMEX LATIN AMERICA, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUGFOAMEX MEXICO, INC. CARE CONTINUUMFOAMEX MEXICO II, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: by /s/ Xxxxx X. Xxxxxx George L. Karpinski ------------------------- Name: Xxxxx X. Xxxxxx George L. Karpinski Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS CREDIT SUISSE FIRST BOSTON CORPORATION SALOMON SMITH BARNEY INC. SCOTIA CAPITAL (USA) INC. BEAR, STEARNS & XX. XXX. XXXFXXXXX & COMPANY, INC. By: CREDIT SUISSE FIRXX XXXXON CORPORATIXX xx /s/ Xxxxx X. Xxxxxxxxx Max C. Justicz ------------------------------- Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Max C. Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [SIGNATURES ON FOLLOWING PAGES] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGPARENT: Superior Energy Services, INC. By: Inc. By /s/ Xxxxxx Xxx X. Xxxxxx Name: Xxxxxx Xxx X. Xxxxxx Title: ChairmanVice President, Treasurer and Chief Executive Financial Officer and President EXPRESS SCRIPTSCOMPANY: SESI, INC. L.L.C. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express ScriptsSuperior Energy Services, Inc., as sole Member By: member By /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Vice President CURASCRIPTPresident, INC. ESI MAIL PHARMACY SERVICETreasurer and Chief Financial Officer GUARANTOR SUBSIDIARIES: 0000 Xxxxxx Xxxx, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICESL.L.C. Ace Rental Tools, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ONL.L.C. Nautilus Pipe & Tool Rental, L.L.C. Connection Technology, L.L.C. Drilling Logistics, L.L.C. Environmental Treatment Investments, L.L.C. F. & F. Wireline Service, L.L.C. Fastorq, L.L.C. H.B. Rentals, L.C International Snubbing Services, L.L.C. Non-SITE PHARMACYMagnetic Rental Tools, L.L.C. Oil Stop, L.L.C. Production Management Industries, L.L.C. Stabil Drill Specialties, L.L.C. Sub-Surface Tools, L.L.C. Superior Energy Services, L.L.C. SELIM LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGSTong Rentals and Supply Co., INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: L.L.C. SEGEN LLC By /s/ Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Xxxxxx Title: Vice President and Deputy General Counsel By: ESIAuthorized Representative Hydro-GP HoldingsDynamics Oilfield Contractors, Inc., as Partner By: Inc. By /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Vice President Authorized Representative SE FINANCE LP By: Care Continuum, Inc.SEGEN LLC, as Partner By: general partner By /s/ Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Authorized Representative The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. Credit Suisse First Boston Corporation Bear, Xxxxxxx & Co. Inc. Xxxxxxx Xxxxx & Associates, Inc. Banc One Capital Markets, Inc. By: Credit Suisse First Boston Corporation By /s/ Xxxxx X. Xxxxxxxxx Xxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Xxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 2001, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ______________________________________ Address: ______________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE PSS World Medical, Inc. By: /s/ Jxxxxx X. XxXxxxxxx Name: Jxxxxx X. XxXxxxxxx Title: Vice President, General Counsel and Secretary DS HOLDINGS, INC. GULF SOUTH MEDICAL SUPPLY, INC. LINEAR HOLDINGS, LLC PHYSICIAN SALES & SERVICE, INC. PSS HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTSPSS SERVICE, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUGTHERATECH, INC. CARE CONTINUUMTHRIFTYMED, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL WORLDMED SHARED SERVICES, INC. ESI ACQUISITIONPROCLAIM, INC. ESI CLAIMSCASCADE MEDICAL SUPPLY, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSINGANCILLARY MANAGEMENT SOLUTIONS, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECODSRX, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGEDISPENSING SOLUTIONS ACQUISITION CORP. DISPENSING SOLUTIONS, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORTPOC MANAGEMENT GROUP, INC. iBIOLOGICLLC STAT RX USA, INC. IVTXLLC LINEAR MEDICAL SOLUTIONS, INC. LYNNFIELD COMPOUNDING CENTERLLC CLAIMONE, INC. LYNNFIELD DRUGLLC BOTTOMLINE MEDICAL SOLUTIONS, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORSSCRIP PAK, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTIONLLC PHYSICIAN SALES & SERVICE LIMITED PARTNERSHIP, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. as Guarantors By: /s/ Xxxxx Jxxxxx X. Xxxxxx XxXxxxxxx Name: Xxxxx Jxxxxx X. Xxxxxx XxXxxxxxx Title: Vice President CURASCRIPTPresident, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the other several Initial Purchasers CITIGROUP GLOBAL MARKETS INC. ByCredit Suisse Securities (USA) LLC Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated by: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Cxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxx Cxxxx Xxxxxxxx Title: Managing Director by: Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated By: /s/ Sxxxxx Xxxxxx Name: Sxxxxx Xxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Company and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGCOMPANY: AFFINION GROUP, INC., By /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Chief Executive Officer GUARANTORS: AFFINION BENEFITS GROUP, INC. AFFINION DATA SERVICES, INC. AFFINION GROUP, LLC AFFINION LOYALTY GROUP, INC. AFFINION PUBLISHING, LLC XXXXXXXX AGENCY, INC. LONG TERM PREFERRED CARE, INC. TRAVELERS ADVANTAGE SERVICES, INC. TRILEGIANT AUTO SERVICES, INC. TRILEGIANT CORPORATION TRILEGIANT INSURANCE SERVICES, INC. TRILEGIANT RETAIL SERVICES, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President CURASCRIPTChief Executive Officer CUC ASIA HOLDINGS, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC by its partners: Trilegiant Corporation By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President By: Care ContinuumChief Executive Officer Trilegiant Retail Services, Inc., as Partner Inc. By: /s/ Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers CITIGROUP GLOBAL MARKETS INCPurchasers. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: DEUTSCHE BANK SECURITIES INC. By CREDIT SUISSE SECURITIES (USA) LLC By /s/ Xxxxxxx Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Title: Managing Director By DEUTSCHE BANK SECURITIES INC. By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ] , 20 200_ , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than Tontine and any investment funds under common management with Tontine and subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial PurchasersTontine, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGNEENAH FOUNDRY COMPANY By: /s/ Xxxx X. LaChey Name: Xxxx X. LaChey Title: Corporate Vice President — Finance and Chief Financial Officer ADVANCED CAST PRODUCTS, INC. XXXXXX CORPORATION XXXXXX CORPORATION, WARSAW MANUFACTURING FACILITY XXXXXX CORPORATION, STRYKER MACHINING FACILITY CO. XXXXXX CORPORATION, ASHLAND MANUFACTURING FACILITY XXXXXX CORPORATION, KENDALLVILLE MANUFACTURING FACILITY XXXXXX FOUNDRY, INC. XXXXX INDUSTRIES, INC. XXXXXX FORGE CORPORATION A&M SPECIALTIES, INC. NEENAH TRANSPORT, INC. CAST ALLOYS, INC. XXXXXXX CORPORATION PEERLESS CORPORATION Acting on behalf of each of the Guarantors By: /s/ Xxxxxx Xxx Xxxx X. LaChey Name: Xxxxxx Xxx Xxxx X. LaChey Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Corporate Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President — Finance and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC TONTINE CAPITAL PARTNERS, L.P. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount (or principal amount at maturity) of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGDIMAC CORPORATION, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: by /s/ Xxxxx X. Xxxxxx Xx ------------------------------------ Name: Xxxxx X. Xxxxxx Xx Title: Vice President CURASCRIPTAssistant Secretary SUBSIDIARY GUARANTORS: DIMAC MARKETING CORPORATION, by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary DIMAC DIRECT, INC. ESI MAIL PHARMACY SERVICE., INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: by /s/ Xxxxxxx XxXxxxx Xxxxx Xx ------------------------------------ Name: Xxxxxxx XxXxxxx Xxxxx Xx Title: President ESI-GP Assistant Secretary PALM COAST DATA INC., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary THE XxXXXXX GROUP INC., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary XXXXXX & ASSOCIATES INC., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary MBS/MULTIMODE INC., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary AMERICOMM HOLDINGS, INC. ESI RESOURCES., INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: by /s/ Xxxxx X. Xxxxxx Xx ------------------------------------ Name: Xxxxx X. Xxxxxx Xx Title: Vice President By: Care ContinuumAssistant Secretary AMERICOMM DIRECT MARKETING, Inc.INC., as Partner By: by /s/ Xxxxx X. Xxxxxx Xx ------------------------------------ Name: Xxxxx X. Xxxxxx Xx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Assistant Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. Credit Suisse First Boston Corporation First Union Capital Markets Warburg Dillon Read Llc By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: Credit Suisse First Boston Corporation by /s/ Xxxxxxx Xxxxxxx ------------------------------------ Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the a Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTYCVR REFINING, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Xxxxx X. Xxxx Name: Xxxxxx Xxx Xxxxx X. Xxxx Title: Chairman, Chief Executive Financial Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, Treasurer COFFEYVILLE FINANCE INC. By: /s/ Xxxxx X. Xxxxxx Xxxx Name: Xxxxx X. Xxxxxx Xxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Chief Financial Officer and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDINGTreasurer WYNNEWOOD ENERGY COMPANY, LLC By: /s/ Xxxxx X. Xxxxxx Xxxx Name: Xxxxx X. Xxxxxx Xxxx Title: Vice President Chief Financial Officer and Treasurer WYNNEWOOD REFINING COMPANY, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer COFFEYVILLE RESOURCES REFINING & MARKETING, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer COFFEYVILLE RESOURCES CRUDE TRANSPORTATION, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer COFFEYVILLE RESOURCES TERMINAL, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer COFFEYVILLE RESOURCES PIPELINE, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Registered Exchange Offer (including, in the event of an underwritten offering under a Shelf Reigstration Statement, the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (including the Accredited Investors, but other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, ROTECH HEALTHCARE INC. By: /s/ Xxxxxx Xxx X Xxxxxx Name: Xxxxxx Xxx X Xxxxxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. EACH OF THE GUARANTORS LISTED ON SCHEDULE A HERETO By: /s/ Xxxxxx Xxx X Xxxxxx Name: Xxxxxx Xxx X Xxxxxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxx X. Xxxxx Name: Xxxxxxx Xxxxxxx Xxx X. Xxxxx Title: Managing Director XXXXXXXXX & COMPANY, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director SCHEDULE A GUARANTORS A-1 Medical Equipment, Inc. Abba Medical Equipment, Inc. Acadia Home Care Allied Medical Supply, Inc. Always Medical Equipment, Inc. Xxxx Xxxx’x InHome Medical, Inc., West Xxxx Xxxx’x InHome Medical/InHome Medical Inc. Anniston Health & Sickroom Supplies, Inc. Berkeley Medical Equipment, Inc. Beta Medical Equipment, Inc. Cambria Medical Supply, Inc. Camden Medical Supply, Inc. Care Medical Supplies, Inc. Centennial Medical Equipment, Inc. Charlotte Medical Supply, Inc. Xxxxxxx Rentals, Inc. Community Home Oxygen, Inc. Contour Medical Supply, Inc. Xxxxxx Home Health Care, Inc. CPO 2, Inc. Cynthiana Home Medical Equipment, Inc. Xxxxxx Medical Systems, Inc. Distinct Home Health Care, Inc. Xxx Xxxx Respiratory Services, Inc. DuMEd, Inc. East Tennessee Infusion & Respiratory, Inc. Encore Home Health Care, Inc. Excel Medical of Fort Dodge, Inc. Excel Medical of Marshalltown, Inc. First Community Care of Niagara, Inc. Firstcare, Inc. Xxxxxxx Medical Equipment, Inc. Four Rivers Home Health Care, Inc. G&G Medical, Inc. Gate City Medical Equipment, Inc. Georgia Medical Resources, Inc. Gladwin Area Home Care, Inc. Xxxxxxxx Medical Equipment Service, Inc. Health Care Services of Mississippi, Incorporated Holland Medical Services, Inc. Home Care Oxygen Service, Inc. Home Medical Systems, Inc. IHS Acquisition XXVII, Inc. Integrated Health Services at Jefferson Hospital, Inc. Intensive Home Care Services, Inc. IOTA Medical Equipment, Inc. LAMBDA Medical Equipment, Inc. LAMS, Inc. Xxxxxxxx Medical Equipment, Inc. Xxxxxxx Medical, Inc. Major Medical Supply, Inc. Medco Professional Services, Corp. MedCorp International, Inc. Medic-Aire Medical Equipment, Inc. Medical Electro-Therapeutics, Inc. Medicare Rental Supply, Inc. Michigan Medical Supply, Inc. National Medical Equipment Centers, Inc. Xxxxxxx’x Home Medical Equipment, Inc. Nightingale Home Health Care, Inc. North Central Washington Respiratory Care Services, Inc. Northeast Medical Equipment, Inc. Northwest Home Medical, Inc. OMICRON Medical Equipment, Inc. Oxygen of Oklahoma, Inc. Oxygen Plus Medical Equipment, Inc. Oxygen Plus, Inc. Oxygen Therapy Associates, Inc. Xxxxxxxx’x Home Care, Inc. PHI Medical Equipment, Inc. Pioneer Medical Services, Inc. Preferential Home Health Care, Inc. Principal Medical Equipment, Inc. Professional Breathing Associates, Inc. Professional Respiratory Home Healthcare, Inc. PSI Health Care, Inc. Pulmo-Dose, Inc. Pulmonary Home Care, Inc. Quality Home Health Care, Inc. R.C.P.S., Inc. RCG Information Services Corporation RCI Medical Corp. Regency Medical Equipment, Inc. Resp-A-Care, Inc. Respiracare Medical Equipment, Inc. Respiratory Medical Equipment of Ga., Inc. Respitech Home Health Care, Inc. Responsive Home Health Care, Inc. Rhema, Inc. Xxxx Medical Group, Inc. RN Home Care Medical Equipment Company, Inc. Roswell Home Medical, Inc. Rotech Employee Benefits Corporation Rotech Home Medical Care, Inc. RoTech Oxygen and Medical Equipment, Inc. Xxxx Medical, Inc. Xxxxxxx’x Hospital Equipment, Inc. Xxxxxxx Convalescent Medical Supply, Inc. Select Home Health Care, Inc. SIGMA Medical Equipment, Inc. Southeastern Home Health, Inc. Sun Medical Supply, Inc. Sunshine Home Health Care, Inc. The Xxxxxx Company Theta Home Health Care, Inc. Tupelo Home Health, Inc. Valley Medical Equipment, Inc. Value Care, Inc. VitalCare Health Services, Inc. VitalCare of Pennsylvania, Inc. VitalCare of Texas, Inc. White’s Medical Rentals, Inc. Wichita Medical Care, Inc. Zeta Home Health Care, Inc. SCHEDULE B ACCREDITED INVESTORS ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your the Purchasers’ understanding of our agreement, please kindly sign and return to us one of the Issuer a counterpart counterparts hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the several Initial Purchasers, the Issuer Company and the Closing Date Guarantors Purchasers in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGTRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer TRANSDIGM INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. ANGUS ELECTRONICS CO. ARKWIN INDUSTRIES, INC. ARMTEC COUNTERMEASURES CO. ARMTEC COUNTERMEASURES TNO CO. ARMTEC DEFENSE PRODUCTS CO. AUXITROL WESTON USA, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. XXXXX AEROSPACE INC. XXXXXXX AVIONICS HOLDINGS, INC. XXXXXXX AVIONICS, INC. COBHAM DEFENSE PRODUCTS, INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. ESTERLINE INTERNATIONAL COMPANY XXXXXXXXX TECHNOLOGIES CORPORATION EXTANT COMPONENTS GROUP HOLDINGS, INC. EXTANT COMPONENTS GROUP INTERMEDIATE, INC. XXXXXXXX CORPORATION HYTEK FINISHES CO. ILC HOLDINGS, INC. XXXXX CORPORATION KIRKHILL INC. KORRY ELECTRONICS CO. XXXXX HOLDING CORPORATION XXXXX INTERNATIONAL CORPORATION XXXXX TECHNOLOGY GROUP, INC. MARATHONNORCO AEROSPACE, INC. XXXXX ELECTRIC CO. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. NAT SEATTLE INC. NMC GROUP, INC. NORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. NORWICH AERO PRODUCTS INC. PALOMAR PRODUCTS, INC. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. SKANDIA, INC. XXXXXX AEROSPACE INC. TA AEROSPACE CO. TACTAIR FLUID CONTROLS, INC. TDG ESL HOLDINGS INC. TEAC AEROSPACE HOLDINGS, INC. TEAC AEROSPACE TECHNOLOGIES, INC. TEXAS ROTRONICS, INC. YOUNG & FRANKLIN INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer 00000 XXXXXXXXX XXXX LLC By: Xxxxxxxxx Technologies Corporation, as its sole member BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member CMC ELECTRONICS AURORA LLC By: Xxxxxxxxx Technologies Corporation, as its sole member ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace US LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member ESTERLINE EUROPE COMPANY LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXXXX TECHNOLOGIES SGIP LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member XXXXX MEXICO HOLDING LLC By: Xxxxx International Corporation, as its sole member XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member SCIOTEQ LLC By: TREALITY SVS LLC, as its sole member By: Esterline Europe Company LLC, as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member SYMETRICS INDUSTRIES, LLC By: Symetrics Technology Group, LLC, as its sole member By: Extant Components Group Intermediate, Inc., as its sole member SYMETRICS TECHNOLOGY GROUP, LLC By: Extant Components Group Intermediate, Inc., as its sole member TREALITY SVS LLC By: Esterline Europe Company LLC, as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCOSEMCO LLC NORDISK AVIATION PRODUCTS LLC By: Telair US LLC, as its sole member XXXXXXXXX LLC TELAIR US LLC WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chairman of the Board and Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxx Xxx Xxxx Xxxxx Name: Xxxxxx Xxx Xxxx Xxxxx Title: Chairman, Chief Executive Officer Chairman of the Board and President EXPRESS SCRIPTS, INC. TRANSDIGM UK HOLDINGS PLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Xxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxxxx Xxxxxx Xxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Acting on behalf of itself and as Representative of the several Purchasers ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Company and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGCOMPANY: AFFINION GROUP, INC., By /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: President and Chief Executive Officer GUARANTORS: AFFINION BENEFITS GROUP, LLC AFFINION DATA SERVICES, INC. AFFINION GROUP, LLC AFFINION LOYALTY GROUP, INC. AFFINION PUBLISHING, LLC XXXXXXXX AGENCY, INC. CCAA CORPORATION LONG TERM PREFERRED CARE, INC. TRAVELERS ADVANTAGE SERVICES, INC. TRILEGIANT AUTO SERVICES, INC. TRILEGIANT CORPORATION TRILEGIANT INSURANCE SERVICES, INC. TRILEGIANT RETAIL SERVICES, INC. WATCHGUARD REGISTRATION SERVICES, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President CURASCRIPTChief Executive Officer CUC ASIA HOLDINGS, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC by its partners: Trilegiant Corporation By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President By: Care ContinuumChief Executive Officer Trilegiant Retail Services, Inc., as Partner Inc. By: /s/ Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers CITIGROUP GLOBAL MARKETS Purchasers. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director By: /s/ Xxxxx X. Xxxxxxxxx Xxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•] , 20 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUGXXXX, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY SALES DEVELOPMENT CO. FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than the Market Maker and subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGCOLLINS & AIKMAN FLOORCOVERINGS, INC. By: /s/ Xxxxxx Xxx ., Xx /x/ Darrel V. McCay ---------------------------- Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Darrel V. McCay Title: Vice President CURASCRIPTXxxxxxxxx MONTEREY CARPETS, INC. ESI MAIL PHARMACY SERVICE., INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: By /s/ Xxxxxxx XxXxxxx Darrel V. McCay ---------------------------- Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Darrel V. McCay Title: Vice President and Deputy General Counsel By: ESI-GP HoldingsXxxxxxxxx MONTEREY COLOR SYSTEMS, Inc.INC., as Partner By: By /s/ Xxx Xxxxxxxxx Darrel V. McCay ---------------------------- Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Darrel V. McCay Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxxxxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS CREDIT SUISSE FIRST BOSTON CORPORATION BANC OF AMERICA SECURITIES LLC BNP PARIBAS SECURITIES CORP. FIRST UNION SECURITIES, INC. FLEET SECURITIES, INC. By: CREDIT SUISSE FIRST BOSTON CORPORATION, By /s/ Xxxxx X. Xxxxxxxxx Brent Patry ---------------------------- Name: Xxxxx X. Xxxxxxxxx Brent Patry Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.Xxxxxxxx Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Guarantors and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGPLY GEM INDUSTRIES, INC. By: By /s/ Xxxxxx Xxx Sxxxx X. Poe_________________ Name: Xxxxxx Sxxxx X. Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP HoldingsChief Financial Officer PLY GEM HOLDINGS, Inc., as Partner By: INC. By /s/ Xxx Xxxxxxxxx Sxxxx X. Poe____________________ Name: Sxxxx X. Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuumand Chief Financial Officer ALENCO BUILDING PRODUCTS MANAGEMENT, Inc.L.L.C. ALENCO EXTRUSION GA, as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSAL.L.C. ALENCO EXTRUSION MANAGEMENT, LLC EXPRESS SCRIPTS WCL.L.C. ALENCO HOLDING CORPORATION ALENCO INTERESTS, L.L.C. ALENCO TRANS, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CAREALENCO WINDOW GA, L.L.C. ALUMINUM SCRAP RECYCLE, L.L.C. AWC ARIZONA, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGSAWC HOLDING COMPANY GLAZING INDUSTRIES MANAGEMENT, L.L.C. GREAT LAKES WINDOW, INC. By: KROY BUILDING PRODUCTS, INC. MASTIC HOME EXTERIORS, INC. MW MANUFACTURERS, INC. MWM HOLDING, INC. NAPCO, INC. NEW ALENCO EXTRUSION, LTD. NEW ALENCO WINDOW, LTD. NEW GLAZING INDUSTRIES, LTD. PLY GEM PACIFIC WINDOWS CORPORATION VARIFORM, INC. By /s/ Xxxxxx Xxx Sxxxx X. Poe____________________ Name: Xxxxxx Sxxxx X. Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INCwritten above. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: ____/s/ Xxxxxxx Xxxxxxx Dxxxx Jebejian_________________ Name: Xxxxxxx Xxxxxxx Dxxxx Xxxxxxxx Title: Managing Director as Representative of the several Initial Purchasers. [Signature Page - Ply Gem Registration Rights Agreement] ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such those Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such those Initial Securities were acquired by such that broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. The Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: __________________________________ Address: __________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Company and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGCOMPANY: AFFINION GROUP, INC., By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Chief Executive Officer GUARANTORS: AFFINION BENEFITS GROUP, LLC AFFINION DATA SERVICES, INC. AFFINION GROUP, LLC AFFINION LOYALTY ACQUISITION, LLC AFFINION LOYALTY GROUP, INC. AFFINION PUBLISHING, LLC XXXXXXXX AGENCY, INC. CCAA, CORPORATION CONNEXIONS LOYALTY TRAVEL SOLUTIONS LLC GLOBAL PRIVACY SOLUTIONS, LLC INTERNATIONAL TRAVEL FULFILLMENT LLC LONG TERM PREFERRED CARE, INC. LOYALTY TRAVEL AGENCY LLC TRAVELERS ADVANTAGE SERVICES, INC. TRILEGIANT AUTO SERVICES, INC. TRILEGIANT CORPORATION TRILEGIANT INSURANCE SERVICES, INC. TRILEGIANT RETAIL SERVICES, INC. WATCHGUARD REGISTRATION SERVICES, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President CURASCRIPTChief Executive Officer CUC ASIA HOLDINGS, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC by its partners: Trilegiant Corporation By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President By: Care ContinuumChief Executive Officer Registration Rights Agreement Signature Page Trilegiant Retail Services, Inc., as Partner Inc. By: /s/ Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers CITIGROUP GLOBAL MARKETS Purchasers. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx X. Xxxxxxxxx Xxxxxx Name: Xxxxx X. Xxxxxxxxx Xxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxx XxXxxxxxx Name: Xxxxxxx Xxxxxxx Xxxx XxXxxxxxx Title: Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Guarantors and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE PLY GEM INDUSTRIES, INC. By /s/ Sxxxx X. Xxx Name: Sxxxx X. Xxx Title: Vice President PLY GEM HOLDINGS, INC. By /s/ Sxxxx X. Xxx Name: Sxxxx X. Xxx Title: Vice President ALENCO BUILDING PRODUCTS MANAGEMENT, L.L.C. ALENCO EXTRUSION GA, L.L.C. ALENCO EXTRUSION MANAGEMENT, L.L.C. ALENCO HOLDING CORPORATION ALENCO INTERESTS, L.L.C. ALENCO TRANS, INC. ALENCO WINDOW GA, L.L.C. ALUMINUM SCRAP RECYCLE, L.L.C. AWC ARIZONA, INC. AWC HOLDING COMPANY FOUNDATION LABS BY PLY GEM, LLC GLAZING INDUSTRIES MANAGEMENT, L.L.C. GREAT LAKES WINDOW, INC. KROY BUILDING PRODUCTS, INC. MASTIC HOME EXTERIORS, INC. MW MANUFACTURERS INC. MWM HOLDING, INC. By: NAPCO, INC. NEW ALENCO EXTRUSION, LTD. NEW ALENCO WINDOW, LTD. NEW GLAZING INDUSTRIES, LTD. PLY GEM PACIFIC WINDOWS CORPORATION VARIFORM, INC. By /s/ Xxxxxx Sxxxx X. Xxx Name: Xxxxxx Sxxxx X. Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INCwritten above. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE UBS SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Jxxx Stroll Name: Xxxxxxx Xxxxxxx Jxxx Stroll Title: Managing Leveraged Capital Markets, Associate Director By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Director By: J.X. XXXXXX SECURITIES LLC By: /s/ Uxx Xxxxxxxxxx Name: Uxx Xxxxxxxxxx Title: Vice President As Representatives of the several Initial Purchasers. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such those Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such those Initial Securities were acquired by such that broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. The Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: __________________________________ Address: __________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yoursCarrizo Oil & Gas, ARISTOTLE HOLDING, INC. By: Inc. By /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx Xxxx X. Xxxxxx Name: Xxxxx Xxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACYand Chief Financial Officer Bandelier Pipeline Holding, LLC By: By /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx Xxxx X. Xxxxxx Name: Xxxxx Xxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: and Chief Financial Officer Carrizo (Marcellus) LLC By /s/ Xxxxx Xxxx X. Xxxxxx Name: Xxxxx Xxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, and Chief Financial Officer Carrizo (Marcellus) WV LLC EXPRESS SCRIPTS WC, INC. By: By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx Xxxx X. Xxxxxx Name: Xxxxx Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer Carrizo Marcellus Holding Inc. By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer CCBM, Inc. By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer Chama Pipeline Holding LLC By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer CLLR, Inc. By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer Hondo Pipeline Inc. By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer Mescalero Pipeline, LLC By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. ByCredit Suisse Securities (USA) LLC XXXXX FARGO SECURITIES, LLC RBC CAPITAL MARKETS, LLC by: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director by: Xxxxx Fargo Securities, LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director by: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Securities Notes where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Company and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGSPECTRUM BRANDS, INC. By: /s/ Xxxxxx Xxx Xxxxx Name: Xxxxxx Xxx Xxxxx Title: ChairmanSenior Vice President, Chief Executive Officer Secretary and President EXPRESS SCRIPTSGeneral Counsel GUARANTORS: SB/RH HOLDINGS, LLC APPLICA MEXICO HOLDINGS, INC. XXXXXXX HARDWARE CORPORATION KWIKSET CORPORATION XXX XXXX US IMPORTS, LLC LIQUID FENCE CO., INC. NATIONAL MANUFACTURING CO. NATIONAL MANUFACTURING, MEXICO A, LLC NATIONAL MANUFACTURING, MEXICO B, LLC NATIONAL OPENINGS, LLC PRICE XXXXXXX, INC. ROV HOLDING, INC. ROV INTERNATIONAL HOLDINGS LLC XXXXXXX COMPANY TELL MANUFACTURING, INC. TELL DOORS & WINDOWS, LLC TELL SOURCING, INC. UNITED INDUSTRIES CORPORATION UNITED PET GROUP, INC. XXXXXX LOCK CORPORATION By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President and Deputy President, Secretary, General Counsel By: ESI-GP Holdingsand/or Authorized Agent (as an officer of Spectrum Brands, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President ) [Signature Page to Registration Rights Agreement] The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxx Xxxxxxx Name: Xxxxxxx Xxxx Xxxxxxx Title: Managing Director Acting on its own behalf and as a representative of the several Initial Purchasers [Registration Rights Agreement] DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director Acting on its own behalf and as a representative of the several Initial Purchasers ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Xx Xxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY SALES DEVELOPMENT CO. FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CREDIT SUISSE SECURITIES (USA) LLC /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Company and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGSPECTRUM BRANDS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President President, Secretary and Deputy General Counsel ByGUARANTORS: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSASB/RH HOLDINGS, LLC EXPRESS SCRIPTS WCAPPLICA MEXICO HOLDINGS, INC. LIQUID FENCE CO., INC. NATIONAL MANUFACTURING MEXICO A, LLC NATIONAL MANUFACTURING MEXICO B, LLC ROV HOLDING, INC. ROV INTERNATIONAL HOLDINGS, LLC SALIX ANIMAL HEALTH, LLC XXXXXXX COMPANY UNITED INDUSTRIES CORPORATION By: /s/ Xxxxxx Xxxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxx Title: President EXPRESS SCRIPTS SENIOR CARESenior Vice President, Vice President, Secretary, Corporate Secretary, Assistant Secretary and/or General Counsel TELL DOORS & WINDOWS, LLC TELL MANUFACTURING, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGSTELL SOURCING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDINGXXX XXXX US IMPORTS, LLC NATIONAL OPENINGS, LLC By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxxxx, Xx. Name: Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxxxx, Xx. Title: Vice President Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxx Van Der Voort Name: Xxxxx Van Der Voort Title: Managing Director Acting on its own behalf and as a representative of the several Initial Purchasers DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Director By: /s/ Celine Catherin Name: Celine Catherin Title: Director Acting on its own behalf and as a representative of the several Initial Purchasers XXXXXXXXX LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGCONCENTRA OPERATING CORPORATION By: Xxxxxxx X. Xxxx XX Executive Vice President, General Counsel and Corporate Secretary CONCENTRA HEALTH SERVICES, INC. CONCENTRA PREFERRED SYSTEMS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: ChairmanXxxxxxx X. Xxxx XX Executive Vice President, Chief Executive Officer General Counsel and President EXPRESS SCRIPTSCorporate Secretary CONCENTRA INTEGRATED SERVICES, INC. By: /s/ Xxxxxx Xxx NameXxxxxxx X. Xxxx XX Executive Vice President and Clerk CONCENTRA MANAGED CARE BUSINESS TRUST CONCENTRA PREFERRED BUSINESS TRUST FOCUS HEALTHCARE BUSINESS TRUST By: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ X. Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL Trustee CONCENTRA MANAGEMENT SERVICES, INC. ESI ACQUISITIONFIRST NOTICE SYSTEMS, INC. ESI CLAIMSFOCUS HEALTHCARE MANAGEMENT, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSINGMETRACOMP INC. NHR WASHINGTON, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENTCONCENTRA LABORATORY, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECOL.L.C. By: Xxxxxxx X. Xxxx XX Vice President and Corporate Secretary CRA MANAGED CARE OF WASHINGTON, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXXCRA-MCO, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Xxxx XX Executive Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, and Corporate Secretary HEALTHNETWORK SYSTEMS LLC MEDICAL NETWORK SYSTEMS LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGSX. Xxxx XX Vice President, INC. ESI General Counsel and Corporate Secretary NATIONAL HEALTHCARE RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Xxxx XX Senior Vice President and Deputy General Counsel Corporate Secretary OCCUCENTERS I, L.P. By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WCIts general partner CONCENTRA HEALTH SERVICES, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CAREXxxxxxx X. Xxxx XX Executive Vice President, INC. EXPRESS SCRIPTS SENIOR CARE General Counsel and Corporate Secretary OCI HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Xxxx Xxxxxxxx Corporate Secretary and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) FIRST BOSTON LLC By: /s/ Xxxxxxx Xxxxxxx by Name: Xxxxxxx Xxxxxxx Title: Director Citigroup Global Markets Inc. by Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXXCARRIZO OIL & GAS, INC. By: /s/ Xxxxx X. Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSAChief Financial Officer BANDELIER PIPELINE HOLDING, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE CARRIZO (EAGLE FORD) LLC CARRIZO (MARCELLUS) LLC CARRIZO (MARCELLUS) WV LLC CARRIZO (NIOBRARA) LLC CARRIZO (UTICA) LLC CARRIZO MARCELLUS HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDINGCLLR, INC. MESCALERO PIPELINE, LLC By: /s/ Xxxxx X. Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxx Xxxxx Title: Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXX FARGO SECURITIES, LLC RBC CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers By: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Securities Notes where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities Notes for its own account in exchange for Initial Securities, where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Securities Notes where such Initial Securities Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20[ ] , all dealers effecting transactions in the Exchange Securities Notes may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities Notes by broker-dealers. Exchange Securities Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange SecuritiesNotes. Any broker-dealer that resells Exchange Securities Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Company and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGSBARRO, INC. By: /s/ Xxxxxx Xxx Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxx Xxxxxxx X. Xxxxxxx Title: ChairmanVice President and Chief Financial Officer COREST MANAGEMENT, Chief Executive Officer and President EXPRESS SCRIPTSINC. DEMEFAC LEASING CORP. LARKFIELD EQUIPMENT CORP. MELVILLE ADVERTISING AGENCY INC. SBARRO AMERICA, INC. SBARRO AMERICA PROPERTIES, INC. SBARRO COMMACK, INC. SBARRO NEW HYDE PARK, INC. SBARRO OF LAS VEGAS, INC. SBARRO OF VIRGINIA, INC. SBARRO PENNSYLVANIA, INC. SBARRO PROPERTIES, INC. SBARRO VENTURE, INC. SBARRO OF TEXAS, INC. By: /s/ Xxxxxx Xxx Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxx Xxxxxxx X. Xxxxxxx Title: Chairman, President and Chief Executive Financial Officer and President AIRPORT HOLDINGS, SBARRO EXPRESS LLC ESI REALTYCARMELA’S, LLC By: Express ScriptsSbarro, Inc., as sole Inc. Its: Sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC of each company listed above By: /s/ Xxxxxxx XxXxxxx Name: X. Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel Chief Financial Officer SBARRO BLUE XXXX EXPRESS LLC By: ESI-GP HoldingsSbarro Express LLC. Its: Sole Member By: Sbarro, Inc., as Partner Inc. Its: Sole Member By: /s/ Xxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Vice President and Chief Financial Officer XXXXXXX XXXXXXXXXX, LLC XXXXXXX DEER PARK, LLC XXXXXXX HAUPPAGE, LLC XXXXXXX HICKSVILLE, LLC XXXXXXX SYOSSET, LLC XXXXXXX AT ORLAND, LLC XXXXXXX AT THE SOURCE, LLC XXXXXXX XXXXX PLAINS, LLC MAMA SBARRO’S OF EAST MEADOW, LLC By: Care ContinuumSbarro New Hyde Park, Inc., as Partner Inc. Its: Sole Member of each company listed above By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxx Vice President and Chief Financial Officer SBARRO OF LONGWOOD, LLC CARMELA’S OF XXXXXXX LLC CARMELA’S OF OCOEE, LLC By: Carmela’s, LLC Its: Sole Member of Each Company listed above By: Sbarro, Inc. Its: Sole Member By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. ByCREDIT SUISSE SECURITIES (USA) LLC BANC OF AMERICA SECURITIES LLCS by: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 200[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage number of principal amount of Transfer Restricted Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: Chesapeake Energy Corporation by /s/ Xxxxxx Xxx XXXXXX X. XXXXXX Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Treasurer and Sr. Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President – Human Resources The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CREDIT SUISSE FIRST BOSTON LLC BANC OF AMERICA SECURITIES LLC BEAR, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. XXXXXX XXXXXXX & CO. INCORPORATED CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. XXXXXXX XXXXX & ASSOCIATES, INC. RBC CAPITAL MARKETS CORPORATION UBS SECURITIES LLC, XXXXXX XXXX INCORPORATED XXXXXXX XXXX & COMPANY L.L.C. XXXXXXXXX CAPITAL PARTNERS, LLC XXXXXXX & COMPANY INTERNATIONAL STERNE, AGEE & XXXXX, INC. By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxx X. Xxxxxxxxx XXX XXXXX Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.Xxx Xxxxx

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Guarantors and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE PLY GEM INDUSTRIES, INC. By _/s/ Xxxxx X. Xxx _________________ Name: Xxxxx X. Xxx Title: Vice President PLY GEM HOLDINGS, INC. By _/s/ Xxxxx X. Xxx _________________ Name: Xxxxx X. Xxx Title: Vice President ALCOA HOME EXTERIORS, INC. ALENCO BUILDING PRODUCTS MANAGEMENT, L.L.C. ALENCO EXTRUSION GA, L.L.C. ALENCO EXTRUSION MANAGEMENT, L.L.C. ALENCO HOLDING CORPORATION ALENCO INTERESTS, L.L.C. ALENCO TRANS, INC. ALENCO WINDOW GA, L.L.C. ALUMINUM SCRAP RECYCLE, L.L.C. AWC ARIZONA, INC. AWC HOLDING COMPANY GLAZING INDUSTRIES MANAGEMENT, L.L.C. GREAT LAKES WINDOW, INC. KROY BUILDING PRODUCTS, INC. MW MANUFACTURERES INC. MWM HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTSNAPCO, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: ChairmanNEW ALENCO EXTRUSION, Chief Executive Officer and President AIRPORT HOLDINGSLTD. NEW ALENCO WINDOW, LLC ESI REALTYLTD. NEW GLAZING INDUSTRIES, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUGLTD. PLY GEM PACIFIC WINDOWS CORPORATION VARIFORM, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: By _/s/ Xxxxx X. Xxxxxx Xxx _________________ Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INCwritten above. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE UBS SECURITIES (USA) LLC By: ___/s/ Xxxxxxx Xxxxxxx Xxxxxx ____________________ Name: Xxxxxxx Xxxxxxx Xxxxxx Title: Managing Executive Director By: __/s/ Rahul Kotwaz _____________________ Name: Rahul Kotwaz Title: Director as Representative of the several Initial Purchasers. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such those Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such those Initial Securities were acquired by such that broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. The Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: __________________________________ Address: __________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Guarantors and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXXPLY GEM INDUSTRIES, INC. By: /s/ Xxxxx X. Xxxxxx Xxx Name: Xxxxx X. Xxxxxx Xxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE PLY GEM HOLDINGS, INC. By: /s/ Xxxxxx Xxxxx X. Xxx Name: Xxxxxx Xxxxx X. Xxx Title: Vice President EXPRESS SCRIPTS CANADA ALENCO BUILDING PRODUCTS MANAGEMENT, L.L.C. ALENCO EXTRUSION GA, L.L.C. ALENCO EXTRUSION MANAGEMENT, L.L.C. ALENCO HOLDING CORPORATION ALENCO INTERESTS, L.L.C. ALENCO TRANS, INC. ALENCO WINDOW GA, L.L.C. ALUMINUM SCRAP RECYCLE, L.L.C. AWC ARIZONA, INC. AWC HOLDING COMPANY FOUNDATION LABS BY PLY GEM, LLC GLAZING INDUSTRIES MANAGEMENT, L.L.C. GREAT LAKES WINDOW, INC. KROY BUILDING PRODUCTS, INC. MASTIC HOME EXTERIORS, INC. MW MANUFACTURERS INC. MWM HOLDING, LLC INC. NAPCO, INC. NEW ALENCO EXTRUSION, LTD. NEW ALENCO WINDOW, LTD. NEW GLAZING INDUSTRIES, LTD. PLY GEM PACIFIC WINDOWS CORPORATION VARIFORM, INC. By: /s/ Xxxxx X. Xxxxxx Xxx Name: Xxxxx X. Xxxxxx Xxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INCwritten above. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Title: Managing Director as Representative of the several Initial Purchasers. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such those Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such those Initial Securities were acquired by such that broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. The Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. percentage If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Guarantors and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE PLY GEM INDUSTRIES, INC. By Name: Title: PLY GEM HOLDINGS, INC. By Name: Title: CWD WINDOWS AND DOORS, INC. GREAT LAKES WINDOW, INC. KROY BUILDING PRODUCTS, INC. NAPCO, INC. VARIFORM, INC. MWM HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTSMW MANUFACTURERS INC. AWC HOLDING COMPANY ALENCO HOLDING CORPORATION AWC ARIZONA, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: ChairmanALENCO INTERESTS, Chief Executive Officer and President AIRPORT HOLDINGSL.L.C. ALENCO EXTRUSION MANAGEMENT, LLC ESI REALTYL.L.C. ALENCO BUILDING PRODUCTS MANAGEMENT, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUGL.L.C. ALENCO TRANS, INC. CARE CONTINUUMGLAZING INDUSTRIES MANAGEMENT, L.L.C. NEW ALENCO EXTRUSTION, LTD. NEW ALENCO WINDOW, LTD. NEW GLAZING INDUSTRIES, LTD. ALENCO EXTRUSION GA, L.L.C. ALUMINUM SCRAP RECYCLE, L.L.C. ALENCO WINDOW GA, L.L.C. ALCOA HOME EXTERIORS, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE PLY GEM PACIFIC WINDOWS CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx By Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS CREDIT SUISSE SECURITIES (USA) LLC UBS SECURITIES LLC J.X. XXXXXX SECURITIES INC. GXXXXXX, SACHS & CO. . By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx _____________________________________ Name: Xxxxxxx Xxxxxxx Title: Managing Director By: UBS SECURITIES LLC By: _____________________________________ Name: Title: By: _____________________________________ Name: Title: as Representatives of the several Initial Purchasers. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such those Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such those Initial Securities were acquired by such that broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. The Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: __________________________________ Address: __________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, Purchasers and the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGUNITED SURGICAL PARTNERS HOLDINGS, INC. By: /s/ Xxxx X. Xxxxxx ---------------------------------------- Name: Xxxx X. Xxxxxx -------------------------------------- Title: Secretary ------------------------------------- GUARANTORS: UNITED SURGICAL PARTNERS INTERNATIONAL, INC. By: /s/ Xxxx X. Xxxxxx ---------------------------------------- Name: Xxxx X. Xxxxxx -------------------------------------- Title: Vice President, Controller, Compliance Officer and Secretary ------------------------------------- USP XXXXXXXX, INC. USP WEST COVINA, INC. ORTHOLINK OF COLORADO, INC. MEDCENTER MANAGEMENT SERVICES, INC. MEDICAL DOCUMENTING SYSTEMS, INC. ORTHO EXCEL, INC. ORTHOLINK PHYSICIANS CORPORATION USP DOMESTIC HOLDINGS, INC. USP INTERNATIONAL HOLDINGS, INC. USP LONG ISLAND, INC. USP NORTH TEXAS, INC. USP SARASOTA, INC. USP WINTER PARK, INC. GEORGIA MUSCULOSKELETAL NETWORK, INC. ORTHOLINK/GEORGIA ASC, INC. ORTHOLINK/NEW MEXICO ASC, INC. USP NEW JERSEY, INC. NEUROSURGICAL ASSOCIATES, INC. SOUTHWEST SPINE CENTER, INC. USP LAS CRUCES, INC. USP NEVADA, INC. DAY-OP MANAGEMENT COMPANY, INC. USP MANHATTAN, INC. USP TENNESSEE, INC. HEALTH HORIZONS OF DECATUR, INC. HEALTH HORIZONS OF KANSAS CITY, INC. HEALTH HORIZONS OF MURFREESBORO, INC. HEALTH HORIZONS OF NASHVILLE, INC. ORTHOLINK ASC CORPORATION ORTHOLINK OCCUPATIONAL MEDICINE SERVICES CORPORATION ORTHOLINK SECURITIES CORPORATION ORTHOLINK/TN ASC, INC. TENNESSEE MUSCULOSKELETAL NETWORK, INC. TEXAS OUTPATIENT SURGICARE CENTER, INC. USP PASADENA, INC. USP SOUTH HOUSTON, INC. USP FREDERICKSBURG, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx ------------------------------------------ Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel Chief Executive Officer DAY-OP SURGERY CONSULTING COMPANY, LLC By: ESI-GP HoldingsUSP Long Island, Inc., as Partner its sole member By: /s/ Xxx Xxxxxxxxx Xxxxxx X. Xxxxx -------------------------------------------- Name: Xxx Xxxxxxxxx Xxxxxx X. Xxxxx Title: President SPECTRACARE OF INDIANA Chief Executive Officer ---------------------------------------- NYCAS ADMINISTRATIVE SERVICES, LLC By: SpectracareUSP Manhattan, Inc., as Partner its sole member By: /s/ Xxxxxx X. Xxxxx X. Xxxxxx -------------------------------------------- Name: Xxxxxx X. Xxxxx X. Xxxxxx Title: Vice President Chief Executive Officer ---------------------------------------- USP NEVADA HOLDINGS, LLC By: Care ContinuumUSP North Texas, Inc., as Partner its sole member By: /s/ Xxxxxx X. Xxxxx X. Xxxxxx ------------------------------------------ Name: Xxxxxx X. Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSAChief Executive Officer ---------------------------------------- USP TEXAS, LLC EXPRESS SCRIPTS WCL.P. By: USP North Texas, Inc., its general partner By: /s/ Xxxxxx X. Xxxxx ------------------------------------------ Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer ---------------------------------------- USP COAST, INC. By: /s/ Xxxx X. Xxxxxx Xxxxxxxx ------------------------------------------ Name: Xxxx X. Xxxxxx Xxxxxxxx ---------------------------------------- Title: Vice President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGSand Secretary ---------------------------------------- USP WESTWOOD, INC. By: /s/ Xxxx X. Xxxxxx Xxx ------------------------------------------ Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx Xxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx ---------------------------------------- Title: Vice President and Secretary ---------------------------------------- The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXX BROTHERS INC. XX XXXXX SECURITIES CORPORATION Acting on behalf of themselves and as the Representatives of the Initial several Purchasers CITIGROUP GLOBAL MARKETS INC. By CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxx X. Xxxxxxxxx Xxxxxx ---------------------------------------- Name: Xxxxx X. Xxxxxxxxx Xxxxxx -------------------------------------- Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ------------------------------------- ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until o, 20 200o , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by brokerTHE COMPANY WILL NOT RECEIVE ANY PROCEEDS FROM ANY SALE OF EXCHANGE SECURITIES BY BROKER-dealersDEALERS. Exchange Securities received by brokerEXCHANGE SECURITIES RECEIVED BY BROKER-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the overDEALERS FOR THEIR OWN ACCOUNT PURSUANT TO THE EXCHANGE OFFER MAY BE SOLD FROM TIME TO TIME IN ONE OR MORE TRANSACTIONS IN THE OVER-theTHE-counter marketCOUNTER MARKET, in negotiated transactionsIN NEGOTIATED TRANSACTIONS, through the writing of options on the Exchange Securities or a combination of such methods of resaleTHROUGH THE WRITING OF OPTIONS ON THE EXCHANGE SECURITIES OR A COMBINATION OF SUCH METHODS OF RESALE, at market prices prevailing at the time of resaleAT MARKET PRICES PREVAILING AT THE TIME OF RESALE, at prices related to such prevailing market prices or negotiated pricesAT PRICES RELATED TO SUCH PREVAILING MARKET PRICES OR NEGOTIATED PRICES. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerANY SUCH RESALE MAY BE MADE DIRECTLY TO PURCHASERS OR TO OR THROUGH BROKERS OR DEALERS WHO MAY RECEIVE COMPENSATION IN THE FORM OF COMMISSIONS OR CONCESSIONS FROM ANY SUCH BROKER-dealer or the purchasers of any such Exchange SecuritiesDEALER OR THE PURCHASERS OF ANY SUCH EXCHANGE SECURITIES. Any brokerANY BROKER-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities ActDEALER THAT RESELLS EXCHANGE SECURITIES THAT WERE RECEIVED BY IT FOR ITS OWN ACCOUNT PURSUANT TO THE EXCHANGE OFFER AND ANY BROKER OR DEALER THAT PARTICIPATES IN A DISTRIBUTION OF SUCH EXCHANGE SECURITIES MAY BE DEEMED TO BE AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT AND ANY PROFIT ON ANY SUCH RESALE OF EXCHANGE SECURITIES AND ANY COMMISSION OR CONCESSIONS RECEIVED BY ANY SUCH PERSONS MAY BE DEEMED TO BE UNDERWRITING COMPENSATION UNDER THE SECURITIES ACT. The Letter of Transmittal states thatTHE LETTER OF TRANSMITTAL STATES THAT, by acknowledging that it will deliver and by delivering a prospectusBY ACKNOWLEDGING THAT IT WILL DELIVER AND BY DELIVERING A PROSPECTUS, a brokerA BROKER-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities ActDEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT. For a period of FOR A PERIOD OF 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any brokerDAYS AFTER THE EXPIRATION DATE THE COMPANY WILL PROMPTLY SEND ADDITIONAL COPIES OF THIS PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT TO THIS PROSPECTUS TO ANY BROKER-dealer that requests such documents in the Letter of TransmittalDEALER THAT REQUESTS SUCH DOCUMENTS IN THE LETTER OF TRANSMITTAL. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities THE COMPANY HAS AGREED TO PAY ALL EXPENSES INCIDENT TO THE EXCHANGE OFFER (including any brokerINCLUDING THE EXPENSES OF ONE COUNSEL FOR THE HOLDERS OF THE SECURITIES) OTHER THAN COMMISSIONS OR CONCESSIONS OF ANY BROKERS OR DEALERS AND WILL INDEMNIFY THE HOLDERS OF THE SECURITIES (INCLUDING ANY BROKER-dealersDEALERS) against certain liabilitiesAGAINST CERTAIN LIABILITIES, including liabilities under the Securities ActINCLUDING LIABILITIES UNDER THE SECURITIES ACT. -------- (1) IN ADDITION, THE LEGEND REQUIRED BY ITEM 502(e) OF REGULATION S-K WILL APPEAR ON THE BACK COVER PAGE OF THE EXCHANGE OFFER PROSPECTUS. ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. NAME: ADDRESS: IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED REPRESENTS THAT IT IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION OF EXCHANGE SECURITIES. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE EXCHANGE SECURITIES FOR ITS OWN ACCOUNT IN EXCHANGE FOR INITIAL SECURITIES THAT WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, IT ACKNOWLEDGES THAT IT WILL DELIVER A PROSPECTUS IN CONNECTION WITH ANY RESALE OF SUCH EXCHANGE SECURITIES; HOWEVER, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, THE UNDERSIGNED WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGTRANSDIGM INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member SHIELD RESTRAINT SYSTEMS, INC. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Executive Officer AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC TELAIR INTERNATIONAL LLC TELAIR US LLC WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Executive Vice President AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AVIONICS SPECIALTIES, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. By: /s/ Xxxxxx Xxx Xxxxxxx Xxxxx Name: Xxxxxx Xxx Xxxxxxx Xxxxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTSBRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxx Xxx Xxxxxxx Xxxxx Name: Xxxxxx Xxx Xxxxxxx Xxxxx Title: Chairman, Chief Executive Officer Vice President and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXXTreasurer XXXXX AEROSPACE, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Chairman of the Board The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Xxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxxxx Xxxxxx Xxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Company, and the Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGSEABULK INTERNATIONAL, INC. By: /s/ Xxxxxx Xxx XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Xxx Title: ChairmanSenior Vice President, Chief Executive Officer General Counsel and President EXPRESS SCRIPTSSecretary LONE STAR MARINE SERVICES, INC. SEABULK ARIZONA USA, INC. SEABULK CHEMICAL CARRIERS, INC. SEABULK MARINE INTERNATIONAL, INC. SEABULK MARINE SERVICES, INC. SEABULK OCEAN SYSTEMS CORPORATION SEABULK OCEAN SYSTEMS HOLDINGS CORPORATION SEABULK OFFSHORE ABU DHABI, INC. SEABULK OFFSHORE INTERNATIONAL, INC. SEABULK OFFSHORE DUBAI, INC. SEABULK OFFSHORE OPERATORS, INC. SEABULK OPERATORS, INC. SEABULK TANKERS, INC. SEABULK TOWING SERVICES, INC. SEABULK TRANSMARINE II, INC. SEABULK TRANSPORT, INC. By: /s/ Xxxxxx Xxx XXXX X. XXXXXX Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxx X. Xxxxxx Title: Senior Vice President CURASCRIPTSEABULK TANKERS, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INCLTD. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express ScriptsSEABULK TRANSPORT, Inc.INC., as General Partner By: /s/ Xxxxxx XXXX X. Xxxxx XXXXXX Name: Xxxx X. Xxxxxx X. Xxxxx Title: Senior Vice President and Deputy General Counsel SEABULK AMERICA PARTNERSHIP, LTD. SEABULK OFFSHORE, LTD. SEABULK TRANSMARINE PARTNERSHIP, LTD. By: ESI-GP HoldingsSEABULK TANKERS, Inc.LTD., as General Partner By: SEABULK TRANSPORT, INC. General Partner By: /s/ Xxx Xxxxxxxxx XXXX X. XXXXXX Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE FIRST BOSTON LLC BANK OF AMERICA SECURITIES (USA) LLC RBC DOMINION SECURITIES CORPORATION XXXXXXX LYNCH, PIERCE, XXXXXX & PRICE INCORPORATED by: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing MARC WARM Marc Warm Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 2003, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial PurchasersPurchaser, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: GXS CORPORATION By /s/ Xxxxxx Xxx Mxxxxxx Xxxxxxx Name: Xxxxxx Xxx Mxxxxxx Xxxxxxx Title: ChairmanSenior Vice President, Chief Executive Financial Officer and President EXPRESS SCRIPTS, INC. ByTreasurer GUARANTORS: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL GLOBAL EXCHANGE SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: By /s/ Xxxxx X. Xxxxxx Mxxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Mxxxxxx Xxxxxxx Title: Senior Vice President CURASCRIPTPresident, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP Chief Financial Officer and Treasurer GLOBAL EXCHANGE SERVICES HOLDINGS, INC. ESI RESOURCES, INC. By: By /s/ Xxx Xxxxxxxxx Mxxxxxx Xxxxxxx Name: Xxx Xxxxxxxxx Mxxxxxx Xxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: GXS INTERNATIONAL INC. By /s/ Xxxxxx X. Xxxxx Dxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxx Dxxxx Xxxxxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Director TPN REGISTER, L.L.C. By Global eXchange Services Holdings, Inc., as Partner By: Sole Member By /s/ Xxx Xxxxxxxxx Mxxxxxx Xxxxxxx Name: Xxx Xxxxxxxxx Mxxxxxx Xxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) FIRST BOSTON LLC By: By /s/ Xxxxxxx Txx Xxxxxxx Name: Xxxxxxx Txx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Offered Securities where such Initial Offered Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Offered Securities, where such Initial Offered Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Offered Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ________ __, 20 200_, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial PurchasersPurchaser, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, VISTA OUTDOOR INC. By: /s/ Xxxxxx Xxx Xxxxxxx X. Xxxxx Name: Xxxxxx Xxx Xxxxxxx X. Xxxxx Title: ChairmanChief Financial Officer BEE STINGER, Chief Executive Officer and President EXPRESS SCRIPTSLLC BOLLÉ AMERICA, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT BOLLÉ INC. BUSHNELL GROUP HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUMBUSHNELL HOLDINGS, INC. CFI OF NEW JERSEYBUSHNELL INC. CALIBER COMPANY CAMELBAK ACQUISITION CORP. CAMELBAK PRODUCTS, LLC DOUBLE BULL ARCHERY, INC. CHESAPEAKE INFUSIONEAGLE INDUSTRIES UNLIMITED, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCAREEAGLE MAYAGUEZ, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICESEAGLE NEW BEDFORD, INC. ESI ACQUISITIONFEDERAL CARTRIDGE COMPANY GOLD TIP, LLC XXXXX STYKS, LLC MICHAELS OF OREGON CO. MIKE’S HOLDING COMPANY XXXXXXX INDUSTRIES NIGHT OPTICS USA, INC. ESI CLAIMSOLD WSR, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSINGOPT HOLDINGS, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECOPRIMOS, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGESAVAGE ARMS, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORTSAVAGE RANGE SYSTEMS, INC. iBIOLOGICSAVAGE SPORTS CORPORATION SAVAGE SPORTS HOLDINGS, INC. IVTXSERENGETI EYEWEAR, INC. LYNNFIELD COMPOUNDING CENTERSTONEY POINT PRODUCTS INC. TASCO HOLDINGS, INC. LYNNFIELD DRUG, TASCO OPTICS CORPORATION VISTA COMMERCIAL AMMUNITION COMPANY INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, VISTA COMMERCIAL AMMUNITION HOLDINGS COMPANY INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, VISTA OUTDOOR OPERATIONS LLC VISTA OUTDOOR SALES LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INCXXXXXX XXXXXXX & CO. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx XxxXxxxx Name: Xxxxxxx Xxxxxxx XxxXxxxx Title: Managing Director Authorized Signatory Acting on behalf of itself in its capacity as Initial Purchaser. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20[ ] , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer broker‑dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: FREESCALE ACQUISITION CORPORATION By /s/ Xxxx X. Xxxxxx Xxx XX Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx Xxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx XX Title: President ESI-GP HOLDINGS, INCFREESCALE ACQUISITION HOLDINGS CORP. ESI RESOURCES, INC. By: By /s/ Xxx Xxxxxxxxx Xxxx X. Xxxxxx XX Name: Xxx Xxxxxxxxx Xxxx X. Xxxxxx XX Title: President ESI PARTNERSHIP By: Express ScriptsFREESCALE HOLDINGS (BERMUDA) I, Inc.LTD. FREESCALE HOLDINGS (BERMUDA) II, as Partner By: LTD. FREESCALE HOLDINGS (BERMUDA) III, LTD. FREESCALE HOLDINGS (BERMUDA) IV, LTD. By /s/ Xxxx X. Xxxxxx X. Xxxxx XX Name: Xxxx X. Xxxxxx X. Xxxxx XX Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial several Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: By /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Director Schedule A Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities Inc. Xxxxxx Brothers Inc. UBS Securities LLC Bear, Xxxxxxx & Co. Inc. GE Capital Markets, Inc. Greenwich Capital Markets, Inc. Mizuho International plc Natexis Bleichroeder Inc. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittaldocuments. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. TransDigm Inc. By: /s/ Xxxxxx Xxx Xxxxxxx Xxxxx Name: Xxxxxx Xxx Xxxxxxx Xxxxx Title: ChairmanExecutive Vice President, Chief Executive Financial Officer and President EXPRESS SCRIPTS, INC. Secretary TransDigm Group Incorporated By: /s/ Xxxxxx Xxx Xxxxxxx Xxxxx Name: Xxxxxx Xxx Xxxxxxx Xxxxx Title: ChairmanExecutive Vice President, Chief Executive Financial Officer and President AIRPORT HOLDINGSSecretary Avionic Instruments LLC Xxxxxx Aerospace Inc. AeroControlex Group, Inc. Champion Aerospace LLC MarathonNorco Aerospace, Inc. Aviation Technologies, Inc. Xxxxx Rite Aerospace, Inc. AvtechTyee, Inc. Transicoil LLC CDA InterCorp LLC Malaysian Aerospace Services, Inc. Xxxxx Aerospace Inc. Xxxxx Industries, Inc. Semco Instruments, Inc. Xxxxx Aerospace, Inc. CEF Industries, LLC ESI REALTYAcme Aerospace, Inc. XxXxxxxxx Aerospace Holdings, Inc. XxXxxxxxx Aerospace DE, Inc. XxXxxxxxx Aerospace US LLC XxXxxxxxx Aerospace Investments, Inc. Xxxxxxxx Corporation Western Sky Industries, LLC By: Express ScriptsTexas Rotronics, Inc.Inc. Xxxxxxxxx Holdings LLC Xxxxxxxxx International Sales Corp. Xxxxxxxxx LLC Harco Laboratories, as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: ChairmanIncorporated AmSafe Global Holdings, Chief Executive Officer and President XXXXXXX DRUGInc. AP Global Holdings, INC. CARE CONTINUUMInc. AP Global Acquisition Corp. AmSafe Industries, INC. CFI OF NEW JERSEYInc. Bridport Holdings, INC. CHESAPEAKE INFUSIONInc. AmSafe, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCAREInc. AmSafe Aviation, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICESInc. AmSafe Commercial Products, INC. ESI ACQUISITIONInc. Bridport-Air Carrier, INC. ESI CLAIMSInc. Bridport Erie Aviation, INC. ESI ENTERPRISESInc. AmSafe – C Safe, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ONInc. Aero-SITE PHARMACYInstruments Co., LLC By: /s/ Xxxxxxx XxXxxxx Xxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Secretary and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. UBS Securities LLC By: /s/ Xxxxx X. Xxxxxxxxx Xxxx Xxxxxx Name: Xxxxx X. Xxxxxxxxx Xxxx Xxxxxx Title: Managing Director CREDIT SUISSE SECURITIES By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGFREESCALE SEMICONDUCTOR, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPTand Treasurer FREESCALE SEMICONDUCTOR HOLDINGS V, INC. ESI MAIL PHARMACY SERVICEBy /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer FREESCALE SEMICONDUCTOR HOLDINGS I, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer FREESCALE SEMICONDUCTOR HOLDINGS II, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer SIGMATEL, LLC. BY FREESCALE SEMICONDUCTOR, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES., INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: AS SOLE MEMBER By /s/ Xxxxxxx XxXxxxx Xxxxx Xxxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxx Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: By /s/ Xxxxx X. Xxxxxxxxx Xxxx XxxXxxxxx Name: Xxxxx X. Xxxxxxxxx Xxxx XxxXxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Schedule A Citigroup Global Markets Inc. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.( 1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittaldocuments. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Guarantors and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGPly Gem Industries, INCinc. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: By /s/ Xxxxx X. Xxxxxx Xxx Name: :Xxxxx X. Xxxxxx Xxx Title: :Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP PLY GEM HOLDINGS, INC. ESI RESOURCESBy /s/ Xxxxx X. Xxx Name:Xxxxx X. Xxx Title:Vice President ALENCO BUILDING PRODUCTS MANAGEMENT, L.L.C.ALENCO EXTRUSION GA, L.L.C.ALENCO EXTRUSION MANAGEMENT, L.L.C.ALENCO HOLDING CORPORATIONALENCO INTERESTS, L.L.C.ALENCO TRANS, INC.ALENCO WINDOW GA, L.L.C.ALUMINUM SCRAP RECYCLE, L.L.C.AWC ARIZONA, INC.AWC HOLDING COMPANYFOUNDATION LABS BY PLY GEM, LLCGLAZING INDUSTRIES MANAGEMENT, L.L.C.GREAT LAKES WINDOW, INC.KROY BUILDING PRODUCTS, INC.MASTIC HOME EXTERIORS, XXX.XX MANUFACTURERS INC.MWM HOLDING, INC.NAPCO, XXX.XXX ALENCO EXTRUSION, XXX.XXX ALENCO WINDOW, XXX.XXX GLAZING INDUSTRIES, LTD.PLY GEM PACIFIC WINDOWS CORPORATIONVARIFORM, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: By /s/ Xxxxx X. Xxxxxx Xxx Name: :Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: :Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INCwritten above. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxx ____/s/_Diron Jebejian______________________________ Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Title: Managing Director as Representative of the several Initial Purchasers. ANNEX A $150,000,000 Ply Gem Industries, INC. 6.50% Senior Notes due 2022 REGISTRATION RIGHTS JOINDER [•], 2014 Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated September 19, 2014, among Ply Gem Industries, Inc., a Delaware corporation (the “Company”), certain affiliates of the Company party thereto and Credit Suisse Securities (USA) LLC, as representative for the several initial purchasers named therein (in such capacity, the “Representative”), concerning certain registration rights provisions with respect to the $150,000,000 aggregate principal amount of 6.50% Senior Notes due 2022 issued by the Company. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Registration Rights Agreement. This agreement (this “Registration Rights Joinder”) is the “Registration Rights Joinder” referred to in the Registration Rights Agreement. Each of the Additional Subsidiary Guarantors, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agrees to join, and to become bound by the terms, conditions, covenants, agreements, indemnities and other provisions of, the Registration Rights Agreement as a “Guarantor”, in each case with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally a party thereto, and as if such party executed the Registration Rights Agreement on the date thereof. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Registration Rights Joinder by signing in the space provided below. Very truly yours, [Additional Subsidiary Guarantor Signature Blocks] ANNEX B Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such those Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such those Initial Securities were acquired by such that broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B C Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C D PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. The Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ANNEX E [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: __________________________________ Address: __________________________________

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than Tontine and any investment funds under common management with Tontine and subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial PurchasersTontine, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGNEENAH FOUNDRY COMPANY By: /s/ Gxxx X. LaChey Name: Gxxx X. LaChey Title: Corporate Vice President — Finance and Chief Financial Officer ADVANCED CAST PRODUCTS, INC. DXXXXX CORPORATION DXXXXX CORPORATION, WARSAW MANUFACTURING FACILITY DXXXXX CORPORATION, STRYKER MACHINING FACILITY CO. DXXXXX CORPORATION, ASHLAND MANUFACTURING FACILITY DXXXXX CORPORATION, KENDALLVILLE MANUFACTURING FACILITY DXXXXX FOUNDRY, INC. GXXXX INDUSTRIES, INC. MXXXXX FORGE CORPORATION A&M SPECIALTIES, INC. NEENAH TRANSPORT, INC. CAST ALLOYS, INC. BXXXXXX CORPORATION PEERLESS CORPORATION Acting on behalf of each of the Guarantors By: /s/ Xxxxxx Xxx Gxxx X. LaChey Name: Xxxxxx Xxx Gxxx X. LaChey Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Corporate Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President — Finance and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. Tontine Capital Partners, L.P. By: /s/ Xxxxx Jxxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Jxxxxxx X. Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial PurchasersPurchasers and the, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. Xxxxxxxx Incorporated By: /s/ Xxxxxx Xxx Xxxxxxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP HoldingsChief Financial Officer Ducommun AeroStructures, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSAInc. Ducommun AeroStructures Mexico, LLC EXPRESS SCRIPTS WCDucommun AeroStructures New York, INC. Inc. Composite Structures, LLC Ducommun Technologies, Inc. XxXxxxx Electronics, Inc. XxXxxxx/STC, Inc. XxXxxxx Acquisition Company, Inc. Ducommun XxXxxxx Technologies, Inc. CMP Display Systems, Inc. Miltec Corporation By: /s/ Xxxxxx Xxxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director SCHEDULE A GUARANTORS: Ducommun AeroStructures, Inc. Ducommun AeroStructures Mexico, LLC Ducommun AeroStructures New York, Inc. Composite Structures, LLC Xxxxxxxx Technologies, Inc. XxXxxxx Electronics, Inc. XxXxxxx/STC, Inc. XxXxxxx Acquisition Company, Inc. Ducommun XxXxxxx Technologies, Inc. CMP Display Systems, Inc Miltec Corporation EXECUTION VERSION ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” EXECUTION VERSION ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” EXECUTION VERSION ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after following the Expiration Dateeffective date of the Exchange Offer Registration Statement (or shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus), it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. The Company and the Guarantors hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGURS CORPORATION, a Delaware corporation by /s/ Kent P. Ainsworth ----------------------------------- Name: Kent P. Ainsworth Title: Xxxxxxxxx Xxxx Xresident, Chief Financial Officer and Secretary AMAN ENVIRONMENTAL CONSTRUCTION, INC. ., a California corporation by /s/ Jeffrey M. Kissel ----------------------------------- Name: Jeffrey M. Kissel Title: Xxxxx Xxxxxxxxx Officer BANSHEE CONSTRUCTION COMPANY, INC., a California corporation by /s/ Michael T. Orear ----------------------------------- Name: Michael T. Orear Title: Xxxxxxxxx BRW, INC., a Wyoming corporation by /s/ Kent P. Ainsworth ----------------------------------- Name: Kent P. Ainsworth Title: Xxxxxxxxx Xxxx Xresident and Chief Financial Officer CLEVELAND WRECKING COMPANY, a California corporation by /s/ James P. Sheridan ----------------------------------- Name: James P. Sheridan Title: Xxxxxxxxx CONTRACTING RESOURCES INTERNATIONAL, INC., a Delaware corporation by /s/ Joseph Masters ----------------------------------- Name: Joseph Masters Title: Vixx Xxxxxxxxx O'BRIEN-KREITZBERG INC., a California xxxxxxxxxxx by /s/ Jeffrey M. Kissel ----------------------------------- Name: Jeffrey M. Kissel Title: Xxxxx Xxxxxxxxx Officer RADIAN INTERNATIONAL LLC, a Delaware limited liability company by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vxxx Xxxxxxxxx xnd Treasurer SIGNET TESTING LABORATORIES, INC., a Delaware corporation by /s/ Kent P. Ainsworth ----------------------------------- Name: Kent P. Ainsworth Title: Xxxxxxxxx Xxxx Xresident, Chief Financial Officer and Secretary URS CONSTRUCTION SERVICES, INC., a Florida corporation by /s/ Kent P. Ainsworth ----------------------------------- Name: Kent P. Ainsworth Title: Xxxxxxxxx Xxxx Xresident and Chief Financial Officer URS CORPORATION, a Nevada corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vxxx Xxxxxxxxx xnd Treasurer URS CORPORATION GREAT LAKES, a Michigan corporation by /s/ Kent P. Ainsworth ----------------------------------- Name: Kent P. Ainsworth Title: Xxxxxxxxx Xxxx Xresident and Chief Financial Officer URS CORPORATION GROUP CONSULTANTS, a New York corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vxxx Xxxxxxxxx xnd Treasurer URS CORPORATION--MARYLAND, a Maryland corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vxxx Xxxxxxxxx xnd Treasurer URS CORPORATION -- OHIO, a Ohio corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vixx Xxxxxxxxx xxd Treasurer URS CORPORATION SOUTHERN, a California corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vixx Xxxxxxxxx xxd Treasurer URS GROUP, INC., a Delaware corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vixx Xxxxxxxxx xxd Assistant Treasurer URS HOLDINGS, INC., a Delaware corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vixx Xxxxxxxxx xxd Treasurer URS-LSS HOLDINGS, INC., a Delaware corporation by /s/ Kent P. Ainsworth ----------------------------------- Name: Kent P. Ainsworth Title: Xxxx Xxxxxxxxx xxd Treasurer URS OPERATING SERVICES, INC., a Delaware corporation by /s/ Peter J. Pedalino ----------------------------------- Name: Peter J. Pedalino Title: Xxxx Xxxxxxxxx xxd Controller WALK HAYDEL & ASSOCIATES, INC., a Louisixxx xxrporation by /s/ Kent P. Ainsworth ----------------------------------- Name: Kent P. Ainsworth Title: Xxxxxxxxx Xxxx Xxesident and Chief Financial Officer EG&G TECHNICAL SERVICES, INC., a Delaware corporation by /s/ William Neeb ----------------------------- Name: William Neeb Title: Vice Prexxxxxx, Xxxxf Financial Officer, Assistant Treasurer and Assistant Secretary EG&G DEFENSE MATERIALS, INC., a Utah corporation by /s/ William Neeb ----------------------------- Name: William Neeb Title: Vice Prxxxxxxx xxx Chief Financial Officer URS INTERNATIONAL, INC., a Delaware corporation By: /s/ Xxxxxx Xxx David C. Nelson ----------------------------- Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx David C. Nelson Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President xxx Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE FIRST BOSTON CORPORATION WELLS FARGO SECURITIES, LLC BNP PARIBAS SECURITIES (USA) CORP. THE ROYAL BAXX XX SCOTLAND PLC BMO NESBITT BURNS CORP. ING FINANCIAL MARKETS LLC By: CREDIT SUISSE FIRXX XXXXOX XXXPORATION by /s/ Xxxxxxx Xxxxxxx James T. Glerum ----------------------------------- Name: Xxxxxxx Xxxxxxx Jamex X. Xxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-market- making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage number of principal amount of Transfer Restricted Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: Chesapeake Energy Corporation by /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Treasurer and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers XXXXXX BROTHERS INC. BANC OF AMERICA SECURITIES LLC BEAR, XXXXXXX & CO. INC. CREDIT SUISSE FIRST BOSTON LLC CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX XXXXX & ASSOCIATES, INC. UBS SECURITIES LLC XXXXXX XXXX INCORPORATED XXXXXXX XXXX & COMPANY L.L.C. RBC CAPITAL MARKETS CORPORATION XXXXXXX & COMPANY INTERNATIONAL By: XXXXXX BROTHERS INC. by /s/ Xxxxx X. Xxxxxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.Vice President

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGPREGIS CORPORATION By: /s/ D. Xxxxx XxXxxxxx Name: X. Xxxxx XxXxxxxx Title: Vice President, Chief Financial Officer Treasurer and Secretary PREGIS HOLDING II CORPORATION By: /s/ D. Xxxxx XxXxxxxx Name: X. Xxxxx XxXxxxxx Title: Vice President, Chief Financial Officer Treasurer and Secretary PREGIS MANAGEMENT CORPORATION By: /s/ D. Xxxxx XxXxxxxx Name: X. Xxxxx XxXxxxxx Title: Vice President, Chief Financial Officer Treasurer and Secretary PREGIS INNOVATIVE PACKAGING INC. By: /s/ Xxxxxx Xxx D. Xxxxx XxXxxxxx Name: Xxxxxx Xxx X. Xxxxx XxXxxxxx Title: ChairmanVice President, Chief Executive Financial Officer Treasurer and President EXPRESS SCRIPTS, INC. Secretary HEXACOMB CORPORATION By: /s/ Xxxxxx Xxx D. Xxxxx XxXxxxxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ X. Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx XxXxxxxx Title: Vice President CURASCRIPTPresident, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Chief Financial Officer Treasurer and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USAEUROPE) LLC LIMITED BARCLAYS BANK PLC XXXXXXX XXXXX INTERNATIONAL by: Credit Suisse Securities (Europe) Limited By: /s/ Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Title: Managing Director MD ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the a Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGTRANSDIGM INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. ARKWIN INDUSTRIES, INC. AVTECHTYEE, INC. XXXXX AEROSPACE INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SHIELD RESTRAINT SYSTEMS, INC. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. By: /s/ Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTSAEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AVIATION TECHNOLOGIES, INC. BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Title: Chairman, President and Chief Executive Officer and President AIRPORT HOLDINGSAEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC ESI REALTYCHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX LLC TELAIR INTERNATIONAL LLC TELAIR US LLC WHIPPANY ACTUATION SYSTEMS, LLC By: Express Scripts, TransDigm Inc., as its sole Member member By: /s/ Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Title: Chairman, Executive Vice President and Chief Executive Financial Officer and President XXXXXXX DRUGAIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AVIONICS SPECIALTIES, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE XXXXXXXXX AEROSPACE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxx Xxxxxxxx X. Xxxxxxx Title: President EXPRESS SCRIPTS CANADA HOLDINGBRIDPORT ERIE AVIATION, LLC INC. By: /s/ Xxxxx Xxxxxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx Xxxxxxxx X. Xxxxxx Xxxxxxx Title: Vice President and Treasurer AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INCXXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxx Xxxxx Title: Managing Director Authorized Signatory CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director UBS SECURITIES LLC By: /s/ Gael Jacquemettaz Name: Gael Jacquemettaz Title: Executive Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Associate Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGCATALENT PHARMA SOLUTIONS, INC. By: By /s/ Xxxxxx Xxx Xxxxxxx Xxxxx Name: Xxxxxx Xxx Xxxxxxx Xxxxx Title: ChairmanChief Financial Officer GUARANTORS: CATALENT PHARMA SOLUTIONS, Chief Executive Officer and President EXPRESS SCRIPTSLLC CATALENT USA PACKAGING, LLC CATALENT USA WOODSTOCK, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP CATALENT CTS HOLDINGS, INC. ESI RESOURCESCATALENT CTS INFORMATICS, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE CATALENT CTS INTERMEDIATE HOLDINGS, INC. By: CATALENT CTS, INC. CATALENT CTS (KANSAS CITY), LLC By /s/ Xxxxxx Xxx Xxxxxxx Xxxxx Name: Xxxxxx Xxx Xxxxxxx Xxxxx Title: President EXPRESS SCRIPTS CANADA HOLDINGChief Financial Officer CATALENT US HOLDING I, LLC By: CATALENT US HOLDING II, LLC By /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer of the Sole Member X.X. XXXXXXX TECHNOLOGIES, LLC GLACIER CORPORATION By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers CITIGROUP GLOBAL MARKETS XXXXXX XXXXXXX & CO. LLC By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. ByBy /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President XXXXXXXXX & COMPANY, INC. By /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By /s/ Xxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxx Xxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) Vice President Schedule A Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Deutsche Bank Securities Inc. Xxxxxxx, Sachs & Co. Xxxxxxxxx & Company, Inc. X.X. Xxxxxx Securities LLC ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittaldocuments. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement on the date hereof among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner Quorum Health Corporation By: /s/ Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Xxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director Acting on behalf of themselves itself and as the Representatives Representative of the several Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ SCHEDULE A Initial Purchasers Credit Suisse Securities (USA) LLC UBS Securities LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx X. Xxxxxxxxx Name: Incorporated RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxxxx X. Xxxxxxxxx Title: Managing Director Fargo Securities, LLC Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. Fifth Third Securities, Inc. ANNEX A Quorum Health Corporation $400,000,000 11.625% Senior Notes due 2023 REGISTRATION RIGHTS JOINDER April 29, 2016 CREDIT SUISSE SECURITIES (USA) LLC, As Representative of the several Initial Purchasers, C/O CREDIT SUISSE SECURITIES (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated April 22, 2016, among Quorum Health Corporation, a Delaware corporation (the “Issuer” or the “Company”), and the several Initial Purchasers listed on Schedule A thereto (the “Initial Purchasers”), for whom Credit Suisse Securities (USA) LLC is acting as representative (in such capacity, the “Representative”), concerning certain registration rights provisions with respect to the $400,000,000 aggregate principal amount of 11.625% Senior Notes due 2023 issued by the Issuer. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Registration Rights Agreement. This agreement (this “Registration Rights Joinder”) is the “Registration Rights Joinder” referred to in the Registration Rights Agreement. Each of the Guarantors, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agrees to join, and to become bound by the terms, conditions, covenants, agreements, indemnities and other provisions of, the Registration Rights Agreement as a “Guarantor”, in each case with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally a party thereto, and as if such party executed the Registration Rights Agreement on the date thereof. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Registration Rights Joinder by signing in the space provided below. Very truly yours, [Subsidiary Guarantor Signature Blocks] The foregoing Registration Rights Joinder is hereby accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Acting on behalf of itself and as Representative of the several Initial Purchasers [Signature Page to the Registration Rights Agreement Joinder] ANNEX A B Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B C Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C D PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 201[●] (90 days after the date of this prospectus), all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ANNEX E CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. SCHEDULE I List of QHC Guarantors Guarantor Jurisdiction of Organization Xxxx Hospital Corporation IL Big Bend Hospital Corporation TX Big Spring Hospital Corporation TX Blue Island Hospital Company, LLC DE Blue Island Illinois Holdings, LLC DE Blue Ridge Georgia Holdings, LLC DE Centre Hospital Corporation XX Xxxxxxx Hospital Corporation PA CSRA Holdings, LLC XX Xxxxxx Hospital Corporation NM DHSC, LLC DE Evanston Hospital Corporation WY Forrest City Arkansas Hospital Company, LLC AR Xxxxxxx City Hospital Corporation AR Fort Xxxxx Hospital Corporation AL Galesburg Hospital Corporation IL Granite City Hospital Corporation IL Granite City Illinois Hospital Company, LLC IL Greenville Hospital Corporation AL Hamlet H.M.A., LLC NC Hospital of Barstow, Inc. DE Hospital of Louisa, Inc. XX Xxxxxxx Hospital Corporation (KY) KY Lexington Hospital Corporation TN Xxxxxx Hospital Corporation IL Massillon Community Health System LLC DE Massillon Health System LLC DE Massillon Holdings, LLC XX XxXxxxxx Tennessee Hospital Company, LLC DE MMC of Nevada, LLC XX Xxxxxx HMA, LLC GA MWMC Holdings, LLC DE National Healthcare of Mt. Xxxxxx, Inc. XX Xxxxxxxx Hospital Corporation AR QHC California Holdings, LLC DE QHG of Massillon, Inc. OH Quorum Health Investment Company, LLC DE Quorum Health Resources, LLC DE Red Bud Hospital Corporation IL Red Bud Illinois Hospital Company, LLC IL San Xxxxxx Hospital Corporation NM Sunbury Hospital Company, LLC DE Tooele Hospital Corporation UT Triad of Oregon, LLC DE Watsonville Hospital Corporation DE Waukegan Hospital Corporation IL Waukegan Illinois Hospital Company, LLC IL Williamston Hospital Corporation NC Winder HMA, LLC GA

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Closing Date Guarantors Company in accordance with its terms. Very truly yours, ARISTOTLE HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express ScriptsCommercial Vehicle Group, Inc., as sole Member By: by /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx Cxxx X. Xxxxx Name: Xxxxxx Cxxx X. Xxxxx Title: Chief Financial Officer Trim Systems, Inc. Trim Systems Operating Corp. National Seating Company CVS Holdings, Inc. Sxxxxxx Devices, Inc. CVG Management Corporation CVG Logistics LLC, By /s/ Cxxx X. Xxxxx Name: Cxxx X. Xxxxx Title: Chief Financial Officer Mayflower Vehicle Systems, LLC, By /s/ Cxxx X. Xxxxx Name: Cxxx X. Xxxxx Title: Treasurer and Secretary Monona Corporation Monona Wire Corporation Monona (Mexico) Holdings LLC, By /s/ Cxxx X. Xxxxx Name: Cxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Assistant Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. By Credit Suisse First Boston LLC, By /s/ Rxxxxx X. Xxxxx Name: Rxxxxx X. Xxxxx Title: Managing Director Acting on behalf of themselves itself and as the Representatives Representative of the Initial several Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES SCHEDULE A List of the Guarantors Trim Systems, Inc. Trim Systems Operating Corp. National Seating Company CVS Holdings, Inc. Sxxxxxx Devices, Inc. CVG Management Corporation CVG Logistics LLC Mayflower Vehicle Systems LLC Monona Corporation Monona Wire Corporation Monona (USAMexico) Holdings LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ”. ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200[l], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial PurchasersPurchaser, the Issuer and the Closing Date Guarantors in accordance with its terms. Very truly yours, ARISTOTLE HOLDINGNEENAH FOUNDRY COMPANY By: /s/ Gxxx X. LaChey Name: Gxxx X. LaChey Title: Corporate Vice President - Finance and Chief Financial Officer ADVANCED CAST PRODUCTS, INC. DXXXXX CORPORATION DXXXXX CORPORATION, WARSAW MANUFACTURING FACILITY DXXXXX CORPORATION, STRYKER MACHINING FACILITY CO. DXXXXX CORPORATION, ASHLAND MANUFACTURING FACILITY DXXXXX CORPORATION, KENDALLVILLE MANUFACTURING FACILITY DXXXXX FOUNDRY, INC. GXXXX INDUSTRIES, INC. MXXXXX FORGE CORPORATION A&M SPECIALTIES, INC. NEENAH TRANSPORT, INC. CAST ALLOYS, INC. BXXXXXX CORPORATION PEERLESS CORPORATION Acting on behalf of each of the Guarantors By: /s/ Xxxxxx Xxx Gxxx X. LaChey Name: Xxxxxx Xxx Gxxx X. LaChey Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Corporate Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President ESI-GP HOLDINGS, INC. ESI RESOURCES, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President - Finance and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President EXPRESS SCRIPTS CANADA HOLDING, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Pxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxx Pxxx Xxxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”