EXCHANGE AGREEMENTExchange Agreement • December 1st, 2009 • Brickell Bay Acquisition Corp. • 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 William Jones (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.
Brickell Bay Acquisition Corp. c/o H.I.G. Capital, L.L.C. 1001 Brickell Bay Drive, 27th Floor Miami, Florida 33131 November 11, 2009Exchange Agreement • December 1st, 2009 • Brickell Bay Acquisition Corp. • Wholesale-drugs, proprietaries & druggists' sundries
Reference is made to the Exchange Agreement (the “Exchange Agreement”), dated as of October 18, 2009, by and among Brickell Bay Acquisition Corp., a Delaware corporation (the “Company”), and Parallex LLC (“Exchanger”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Exchange Agreement.
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • December 1st, 2009 • Brickell Bay Acquisition Corp. • Wholesale-drugs, proprietaries & druggists' sundries
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
STOCKHOLDERS AGREEMENTStockholders Agreement • December 1st, 2009 • Brickell Bay Acquisition Corp. • 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.
