No. WB — 2 Warrant to Purchase 684,722 Shares of Common Stock (subject to adjustment) Warrant Issue Date: April 30, 2009Warrant Agreement • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • New York
This certifies that, for value received, MHR Capital Partners (100) LP, a Delaware 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, 684,722 shares of the Common Stock of the Company, as constituted on the “Warrant Exercisability Date” (as defined below), 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 Warrants”, and any warra
BRIDGE LOAN AND SECURITY AGREEMENTBridge Loan and Security Agreement • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores
This Bridge Loan and Security Agreement dated as of April 30, 2009 (this “Agreement”), is entered into among COMVEST NATIONSHEALTH HOLDINGS, LLC, a Delaware limited liability company (“Parent”), NATIONSHEALTH, INC., a Delaware corporation (the “Company”), UNITED STATES PHARMACEUTICAL GROUP, L.L.C. d/b/a NATIONSHEALTH, a Delaware limited liability company (“USPG”), NATIONSHEALTH HOLDINGS, L.L.C., a Florida limited liability company (“Holdings”), DIABETES CARE & EDUCATION, INC., a South Carolina corporation (“Diabetes”), and NATIONAL PHARMACEUTICALS AND MEDICAL PRODUCTS (USA), L.L.C., a Florida limited liability company (“National” and together with the Company, USPG, Holdings and Diabetes, “Borrower”).
VOTING AGREEMENTVoting Agreement • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores
This Voting Agreement (this “Agreement”), dated as of April 30, 2009, is made by and among ComVest NationsHealth Holdings, LLC, a Delaware limited liability company (“Parent”), NationsHealth, Inc., a Delaware corporation (the “Company”), MHR Capital Partners Master Account, LP, MHR Capital Partners (100) LP, OTQ, LLC, and Mark H. Rachesky M.D., as a holder of record and as authorized signatory for certain other entities, (collectively, with their respective Affiliates and any successor to any of the foregoing, “MHR,” provided, that any representations and covenants made by any of the foregoing signatories hereto shall be made severally and not jointly), Glenn Parker, Lewis Stone, Timothy Fairbanks, Mark Lama, and RGGPLS, LLC, a Delaware limited liability company, (each, individually, a “Key Holder” and, collectively, the “Key Holders” and together with Parent and MHR, individually, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined herein sha
LIMITED WAIVER AND CONSENT TO CONVERTIBLE SECURED NOTESLimited Waiver and Consent to Convertible Secured Notes • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • New York
This LIMITED WAIVER AND CONSENT (this “Waiver and Consent”) is dated as of April 30, 2009 and entered into by and among NationsHealth Inc., a Delaware corporation (the “Company”), NationsHealth Holdings, L.L.C., a Florida limited liability company and a wholly-owned subsidiary of the Company (“NH LLC”), United States Pharmaceutical Group, L.L.C., a Delaware limited liability company and an indirect wholly-owned subsidiary of the Company (“USPG,” the Company and NH LLC are collectively, the “Existing Issuers”), Diabetes Care & Education, Inc., a South Carolina corporation (“Diabetes”), and National Pharmaceuticals and Medical Products (USA) L.L.C., a Florida limited liability company (“National” and “Diabetes” are together, the “Additional Issuers,” and the Existing Issuers and the Additional Issuers are together, the “Issuers”) and MHR Capital Partners Master Account LP (as assignee of MHR Capital Partners (500) LP (f/k/a MHR Capital Partners LP)), OTQ LLC and MHR Capital Partners (100
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores
This Series A Preferred Stock Purchase Agreement (this “Agreement”), dated as of April 30, 2009, is made by and among ComVest NationsHealth Holdings, LLC, a Delaware limited liability company (“Parent”), and NationsHealth, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
