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”).
AGREEMENT AND PLAN OF MERGER Dated as of April 30, 2009 among ComVest NationsHealth Holdings, LLC NationsHealth Acquisition Corp. and NationsHealth, Inc.Agreement and Plan of Merger • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores
This Agreement and Plan of Merger, dated as of April 30, 2009 (this “Agreement”), is by and among ComVest NationsHealth Holdings, LLC, a Delaware limited liability company (“Parent”), NationsHealth Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and NationsHealth, Inc., a Delaware corporation (the “Company”). Certain defined terms used in this Agreement are defined in Annex A.
EXCHANGE AND ROLLOVER AGREEMENTExchange and Rollover Agreement • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores
This Exchange and Rollover 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 Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), NationsHealth, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SENIOR SUBORDINATION AGREEMENTSenior Subordination Agreement • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Maryland
This SENIOR SUBORDINATION AGREEMENT, dated as of April 30, 2009 (this “Agreement”), by and among COMVEST NATIONSHEALTH HOLDINGS, LLC, a Delaware limited liability company, and MSL FAMILY LLC, a Delaware limited liability company (individually and collectively, the “Junior Lender”) and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, with its chief executive office located at 4445 Willard Avenue, Chevy Chase, Maryland 20815, as agent for itself and the other lenders under the Senior Loan Agreement referred to below (in such capacity, the “Agent”).
SUBORDINATION AGREEMENTSubordination Agreement • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • New York
This SUBORDINATION AGREEMENT, dated as of April 30, 2009 (this “Agreement”), by MHR CAPITAL PARTNERS MASTER ACCOUNT LP (as assignee of MHR CAPITAL PARTNERS (500) LP (f/k/a MHR CAPITAL PARTNERS LP)), MHR CAPITAL PARTNERS (100) LP and OTQ LLC (collectively, the “Junior Lender”) and MHR CAPITAL PARTNERS (500) LP in its capacity as Collateral Agent for the Junior Lender under the Junior Agreement referred to below (in such capacity, the “Junior Collateral Agent”), in favor of COMVEST NATIONSHEALTH HOLDINGS, LLC, a Delaware limited liability company (“ComVest”) and MSL FAMILY LLC, a Delaware limited liability company, in their capacity as the holders of the Bridge Loan referred to below (“MSL” and, collectively with ComVest, the “Senior Lender”).
