0001047469-04-011521 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 9th, 2004 • Millstream Acquisition Corp • Blank checks • Florida

THIS EMPLOYMENT AGREEMENT (the "Agreement") made as of March 9, 2004, by and between Millstream Acquisition Corporation (to be renamed NationsHealth, Inc. at the Effective Time), a Delaware corporation (the "Company"), and Lewis Stone (the "Executive").

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AGREEMENT AND PLAN OF MERGER Dated as of March 9, 2004, among MILLSTREAM ACQUISITION CORPORATION, N MERGER L.L.C. and NATIONSHEALTH HOLDINGS, L.L.C.
Agreement and Plan of Merger • April 9th, 2004 • Millstream Acquisition Corp • Blank checks • Florida

AGREEMENT AND PLAN OF MERGER, dated as of March 9, 2004 (this "Agreement"), among MILLSTREAM ACQUISITION CORPORATION, a Delaware corporation ("Parent"), N MERGER L.L.C., a Florida limited liability company and a wholly owned subsidiary of Parent ("Sub"), and NATIONSHEALTH HOLDINGS, L.L.C., a Florida limited liability company (the "Company").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 9th, 2004 • Millstream Acquisition Corp • Blank checks • Delaware

THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 9, 2004 (this "Agreement"), by and among MILLSTREAM ACQUISITION CORPORATION (to be renamed NationsHealth, Inc. at the Effective Time), a Delaware corporation (the "Company"), RGGPLS HOLDING, INC., a Florida corporation ("RGGPLS"), GRH HOLDINGS, L.L.C., a Florida limited liability company ("GRH"), and BECTON, DICKINSON AND COMPANY, a New Jersey corporation ("BD" and, together with RGGPLS and GRH, the "Stockholders").

Contract
Indemnification and Escrow Agreement • April 9th, 2004 • Millstream Acquisition Corp • Blank checks • New York

INDEMNIFICATION AND ESCROW AGREEMENT, dated as of [ ], 2004 (this "Agreement"), among MILLSTREAM ACQUISITION CORPORATION (to be renamed NationsHealth, Inc. at the Effective Time), a Delaware corporation ("Parent"), CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Escrow Agent (the "Escrow Agent"), RGGPLS HOLDING, INC., a Florida corporation ("RGGPLS"), and Arthur Spector ("Spector").

FORM OF $11.00 WARRANT AGREEMENT
Warrant Agreement • April 9th, 2004 • Millstream Acquisition Corp • Blank checks • New York

WHEREAS, the Company has entered into an Agreement and Plan of Merger dated as of March 9, 2004 (the "Merger Agreement"), among the Company, N Merger L.L.C., a Florida limited liability company and a wholly owned subsidiary of the Company ("Sub"), and NationsHealth Holdings, L.L.C., a Florida limited liability company ("NationsHealth"), pursuant to which Sub will be merged with and into NationsHealth, the separate existence of Sub shall cease and NationsHealth shall continue as the surviving limited liability company and as a wholly owned subsidiary of the Company (the "Merger");

Contract
Stockholders Agreement • April 9th, 2004 • Millstream Acquisition Corp • Blank checks • Delaware

STOCKHOLDERS AGREEMENT, dated as of March 9, 2004 (this "Agreement"), among MILLSTREAM ACQUISITION CORPORATION (to be renamed NationsHealth, Inc. at the Effective Time), a Delaware corporation (the "Company"), RGGPLS HOLDING, INC., a Florida corporation ("RGGPLS"), and GRH HOLDINGS, L.L.C., a Florida limited liability company (the "Specified Stockholder").

Contract
Governance Agreement • April 9th, 2004 • Millstream Acquisition Corp • Blank checks • Delaware

GOVERNANCE AGREEMENT, dated as of March 9, 2004 (this "Agreement"), among MILLSTREAM ACQUISITION CORPORATION (to be renamed NationsHealth, Inc. at the Effective Time), a Delaware corporation (the "Company"), RGGPLS HOLDING, INC., a Florida corporation (the "RGGPLS"), and Arthur Spector ("Spector").

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