EXCHANGE AGREEMENTExchange Agreement • October 28th, 2009 • Parallex LLC • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2009 by and among Brickell Bay Acquisition Corp., a Delaware corporation (the “Company”), and Parallex LLC (the “Exchanger”). Certain definitions are set forth in Section 5 of this Agreement. Subject to Section 8 hereof, this Agreement shall become effective (the “Effective Date”) upon the Closing Date as defined in the Merger Agreement.
STOCKHOLDERS AGREEMENTStockholders Agreement • October 28th, 2009 • Parallex LLC • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of October 18, 2009 by and among Brickell Bay Acquisition Corp., a Delaware corporation (the “Company”), H.I.G. Healthcare, LLC, a Cayman Islands limited company (the “Investor”), each Person executing this Agreement and listed as a Rollover Stockholder on the signature pages hereto (the “Rollover Stockholders”), and the individuals set forth from time to time on the Schedule of Executives attached hereto (each such individual, an “Executive” and collectively, the “Executives”). The Investor, the Rollover Stockholders and the Executives are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” Capitalized terms used but not otherwise defined herein are defined in Section 11 hereof. Subject to Section 36 hereof, this Agreement shall become effective (the “Effective Date”) upon the Closing Date as defined in the Merger Agreement.
EXCHANGE AGREEMENTExchange Agreement • October 28th, 2009 • Parallex LLC • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2009 by and among Brickell Bay Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (the “Exchanger”). Certain definitions are set forth in Section 5 of this Agreement. Subject to Section 8 hereof, this Agreement shall become effective (the “Effective Date”) upon the Closing Date as defined in the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • April 14th, 2008 • Parallex LLC • Wholesale-drugs, proprietaries & druggists' sundries
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.001 par value per share of Allion Healthcare, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
