WARRANT TO PURCHASE COMMON STOCK Of NationsHealth, Inc. Void after July 23, 2017MHR Capital Partners Master Account LP • July 27th, 2009 • Retail-drug stores and proprietary stores • New York
This certifies that, for value received, MHR Capital Partners Master Account LP. an Anguilla, British West Indies limited partnership, or registered assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from NationsHealth, Inc. (the “Company”), a Delaware corporation, 5,850,262 shares of the Common Stock of the Company, as constituted on the date hereof (the “Warrant Issue Date”), upon surrender hereof, at the principal office of the Company referred to below, with the subscription form attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. The number, character and Exercise Price of such shares of Common Stock are subject to adjustment as provided below. The term “Warrant” as used herein shall include this Warrant, which is one of a series of warrants issued for the Common Stock of the Company (collectively, the “Note W
Subscription AgreementSubscription Agreement • August 20th, 2007 • MHR Capital Partners Master Account LP • Pharmaceutical preparations • New York
This subscription agreement (this “Subscription Agreement”) is dated August 16, 2007, by and between the investor identified on the signature page hereto (the “Investor”) and Emisphere Technologies, Inc., a Delaware corporation (the “Company”), whereby the parties agree as follows:
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • December 22nd, 2010 • MHR Capital Partners Master Account LP • Pharmaceutical preparations • New York
AMENDED AND RESTATED AGREEMENT, dated as of December 20, 2010 (this “Agreement”), by and among Emisphere Technologies, Inc., a Delaware corporation (hereinafter, “Emisphere”), MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional Partners II LP and MHR Institutional Partners IIA LP (hereinafter, “MHR”), each a Delaware limited partnership, and Novo Nordisk A/S, a Danish corporation (hereinafter, “Novo Nordisk”). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Investment Agreements (as defined below) (such capitalized terms hereinafter, the “Investment Agreements Defined Terms”).
TERMINATION AGREEMENTTermination Agreement • July 27th, 2009 • MHR Capital Partners Master Account LP • Retail-drug stores and proprietary stores • Delaware
This TERMINATION AGREEMENT (the “Termination Agreement”) is made this 23rd day of July, 2009, by and among NATIONSHEALTH, INC., a Delaware corporation (“NationsHealth”), RGGPLS, LLC, a Delaware limited liability company (as successor-in-interest to RGGPLS Holding, Inc., a Florida corporation) (“RGGPLS”), GRH HOLDINGS, L.L.C., a Florida limited liability company (“GRH”), MHR CAPITAL PARTNERS MASTER ACCOUNT LP, a limited partnership organized in Anguilla, British West Indies (as successor-in-interest to MHR CAPITAL PARTNERS LP) (“Master Account”), OTQ LLC, a Delaware limited liability company (“OTQ”), and MHR CAPITAL PARTNERS (100) LP, a Delaware limited partnership (“Capital Partners (100)”). NationsHealth, RGGPLS, GRH, Master Account, OTQ and Capital Partners (100) are sometimes referred to herein singly as a “Party” and collectively as the “Parties.”
AGREEMENT EMISPHERE TECHNOLOGIES, INC. NOVARTIS PHARMA AG MHR INSTITUTIONAL PARTNERS IIA LPAgreement • June 9th, 2010 • MHR Capital Partners Master Account LP • Pharmaceutical preparations • New York
EXHIBIT A JOINT FILING AGREEMENTJoint Filing Agreement • February 26th, 2008 • MHR Capital Partners Master Account LP • Water transportation
The undersigned hereby agree that the Statement on Schedule 13G with respect to the shares of common stock of Rand Logistics, Inc., dated as of February 26, 2008, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
JOINT FILING AGREEMENTJoint Filing Agreement • February 26th, 2008 • MHR Capital Partners Master Account LP • Retail-drug stores and proprietary stores
The undersigned hereby agree that the Statement on Schedule 13D with respect to the Common Stock of NationsHealth, Inc., dated as of February 26, 2008 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
LICENSE AGREEMENTLicense Agreement • June 9th, 2010 • MHR Capital Partners Master Account LP • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “License Agreement”) is executed as of June 4, 2010 (but shall not have any force or effect until the License Agreement Effective Date as defined and as provided herein) by MHR Institutional Partners IIA LP, a Delaware limited partnership with offices at 40 West 57th Street, 24th Floor, New York, NY 10019 (“MHR”) and Novartis Pharma AG, a company registered in Switzerland with offices at Novartis Campus, Forum 1 CH-4056 Basel, Switzerland (“Novartis”).
TERMINATION AGREEMENTTermination Agreement • July 27th, 2009 • MHR Capital Partners Master Account LP • Retail-drug stores and proprietary stores • Delaware
This TERMINATION AGREEMENT (the “Termination Agreement”) is made this 23rd day of July, 2009, by and among NATIONSHEALTH, INC., a Delaware corporation (“NationsHealth”), MHR CAPITAL PARTNERS MASTER ACCOUNT LP, a limited partnership organized in Anguilla, British West Indies (as successor-in-interest to MHR CAPITAL PARTNERS LP) (“Master Account”), OTQ LLC, a Delaware limited liability company (“OTQ”), and MHR CAPITAL PARTNERS (100) LP, a Delaware limited partnership (“Capital Partners (100)”). NationsHealth, Master Account, OTQ and Capital Partners (100) are sometimes referred to herein singly as a “Party” and collectively as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • March 15th, 2007 • MHR Capital Partners Master Account LP • Medicinal chemicals & botanical products
The undersigned hereby agree that this Amendment No. 2 to the Schedule 13D with respect to the shares of Common Stock of Neose Technologies, Inc., dated as of March 15, 2007, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Exhibit A JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2009 • MHR Capital Partners Master Account LP • Medicinal chemicals & botanical products
The undersigned hereby agree that this Statement on Schedule 13G with respect to the shares of Common Stock of Neose Technologies, Inc., dated as of February 13, 2009, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Act.
JOINT FILING AGREEMENTJoint Filing Agreement • February 28th, 2007 • MHR Capital Partners Master Account LP • Radio & tv broadcasting & communications equipment
The undersigned hereby agree that the Amendment Number 3 to the Statement on Schedule 13D with respect to the Common Stock of Loral Space & Communications Inc., dated as of February 27, 2007, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Lock-Up AgreementLock-Up Agreement • August 20th, 2007 • MHR Capital Partners Master Account LP • Pharmaceutical preparations • New York
The undersigned understands that you, as Placement Agent, propose to enter into the Placement Agency Agreement (the “Placement Agency Agreement”) with Emisphere Technologies, Inc., a Delaware corporation (the “Company”), providing for the offering (the “Offering”) of shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Placement Agency Agreement.
LEAP WIRELESS INTERNATIONAL, INC. 10307 PACIFIC CENTER COURT SAN DIEGO, CALIFORNIA 92121MHR Capital Partners Master Account LP • June 1st, 2009 • Retail-drug stores and proprietary stores
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 27th, 2009 • MHR Capital Partners Master Account LP • Retail-drug stores and proprietary stores • Delaware
This Indemnification Agreement (as amended, modified or extended from time to time, this “Agreement”) is made as of July 23, 2009 by and between NationsHealth, Inc. a Delaware corporation (the “Company”), each of the Company’s subsidiaries signatories hereto solely for purposes of Section 21 of this Agreement and Mark H. Rachesky, M.D. (“Indemnitee”).
