AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of August 10, 2004, among MILLSTREAM ACQUISITION CORPORATION, N MERGER L.L.C. and NATIONSHEALTH HOLDINGS, L.L.C.Agreement and Plan of Merger • September 13th, 2004 • RGGPLS Holding, Inc. • Retail-drug stores and proprietary stores • Florida
Contract Type FiledSeptember 13th, 2004 Company Industry JurisdictionAMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2004 (this “Agreement”), among MILLSTREAM ACQUISITION CORPORATION, a Delaware corporation (“Parent”), N MERGER L.L.C., a Florida limited liability company and a wholly owned subsidiary of Parent (“Sub”), and NATIONSHEALTH HOLDINGS, L.L.C., a Florida limited liability company (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2004 • RGGPLS Holding, Inc. • Retail-drug stores and proprietary stores • Delaware
Contract Type FiledSeptember 13th, 2004 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT, dated as of March 9, 2004, and amended as of June 2, 2004 (this “Agreement”), by and among MILLSTREAM ACQUISITION CORPORATION (to be renamed NationsHealth, Inc. at the Effective Time), a Delaware corporation (the “Company”), RGGPLS HOLDING, INC., a Florida corporation (“RGGPLS”), GRH HOLDINGS, L.L.C., a Florida limited liability company (“GRH”), and BECTON, DICKINSON AND COMPANY, a New Jersey corporation (“BD” and, together with RGGPLS and GRH, the “Stockholders”).
ContractStockholders Agreement • September 13th, 2004 • RGGPLS Holding, Inc. • Retail-drug stores and proprietary stores • Delaware
Contract Type FiledSeptember 13th, 2004 Company Industry JurisdictionSTOCKHOLDERS AGREEMENT, dated as of March 9, 2004, and amended as of June 2, 2004 (this “Agreement”), among MILLSTREAM ACQUISITION CORPORATION (to be renamed NationsHealth, Inc. at the Effective Time), a Delaware corporation (the “Company”), RGGPLS HOLDING, INC., a Florida corporation (“RGGPLS”), and GRH HOLDINGS, L.L.C., a Florida limited liability company (the “Specified Stockholder”).
ContractIndemnification and Escrow Agreement • September 13th, 2004 • RGGPLS Holding, Inc. • Retail-drug stores and proprietary stores • New York
Contract Type FiledSeptember 13th, 2004 Company Industry JurisdictionINDEMNIFICATION AND ESCROW AGREEMENT, dated as of August 30, 2004 (this “Agreement”), among MILLSTREAM ACQUISITION CORPORATION (to be renamed NationsHealth, Inc. at the Effective Time), a Delaware corporation (“Parent”), CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Escrow Agent (the “Escrow Agent”), RGGPLS HOLDING, INC., a Florida corporation (“RGGPLS”), and Arthur Spector (“Spector”).
AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • December 16th, 2005 • Rggpls, LLC • Retail-drug stores and proprietary stores
Contract Type FiledDecember 16th, 2005 Company IndustryThis Amended and Restated Joint Filing Agreement supercedes the Joint Filing Agreement entered into among RGGPLS Holding, Inc. (predecessor to RGGPLS, LLC) and certain of the other persons named below.
ContractAmended And • September 13th, 2004 • RGGPLS Holding, Inc. • Retail-drug stores and proprietary stores • Delaware
Contract Type FiledSeptember 13th, 2004 Company Industry JurisdictionAMENDED AND RESTATED GOVERNANCE AGREEMENT, dated as of August 10, 2004 (this “Agreement”), among MILLSTREAM ACQUISITION CORPORATION (to be renamed NationsHealth, Inc. at the Effective Time), a Delaware corporation (the “Company”), RGGPLS HOLDING, INC., a Florida corporation (the “RGGPLS”), and Arthur Spector (“Spector”).
August 27, 2004 RGGPLS Holding, Inc. 13650 N.W. 8th Street, Suite 109 Sunrise, FL 33325RGGPLS Holding, Inc. • September 13th, 2004 • Retail-drug stores and proprietary stores • New York
Company FiledSeptember 13th, 2004 Industry JurisdictionReference is made to the Amended and Restated Agreement and Plan of Merger dated as of August 10, 2004, among Parent, Sub, and the Company (the “Merger Agreement”). Capitalized terms used herein without definitions have the meanings assigned to them in the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • September 13th, 2004 • RGGPLS Holding, Inc. • Retail-drug stores and proprietary stores
Contract Type FiledSeptember 13th, 2004 Company IndustryIn accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of NationsHealth, Inc., and further agree that this Joint Filing Agreement be included as Exhibit 1.
VOTING AGREEMENTVoting Agreement • December 16th, 2005 • Rggpls, LLC • Retail-drug stores and proprietary stores • Delaware
Contract Type FiledDecember 16th, 2005 Company Industry JurisdictionVOTING AGREEMENT, dated as of December 5, 2005 (this “Agreement”), among RGGPLS, LLC, a Delaware limited liability company (“RGGPLS”), and Glenn M. Parker, M.D. (the “Specified Stockholder”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 11th, 2005 • RGGPLS Holding, Inc. • Retail-drug stores and proprietary stores
Contract Type FiledJanuary 11th, 2005 Company IndustryIn accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of NationsHealth, Inc., and further agree that this Joint Filing Agreement be included as Exhibit 10.1.
LIMITED LIABILITY COMPANY AGREEMENT OF RGGPLS, LLCLimited Liability Company Agreement • December 16th, 2005 • Rggpls, LLC • Retail-drug stores and proprietary stores • Delaware
Contract Type FiledDecember 16th, 2005 Company Industry JurisdictionTHIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is entered into this 27th day of August, 2004, by and between the Persons set forth on the signature page hereto (together with all other Persons who later become members pursuant to this Agreement, individually a “Member” and collectively the “Members”).