BIOSCRIP, INC. FORM OF AMENDED AND RESTATED WARRANT AGREEMENT Dated As Of March 14, 2019 Warrants to Purchase shares of Common Stock BIOSCRIP, INC. Amended and Restated Warrant Agreement Warrants For Common StockWarrant Agreement • March 15th, 2019 • BioScrip, Inc. • Services-home health care services • Delaware
AMENDED AND RESTATED WARRANT AGREEMENT, dated as March 14, 2019, among BioScrip, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and the holders undersigned hereto (collectively and together with each of their respective successors and assigns, the “Holders”). Capitalized terms shall have the meaning specified in Section 5.1 hereof.
ContractPreferred Stock Repurchase Agreement • March 15th, 2019 • BioScrip, Inc. • Services-home health care services • Delaware
This PREFERRED STOCK REPURCHASE AGREEMENT (this “Agreement”) dated as of March 14, 2019, among BioScrip, Inc. (the “Company”) on the one hand and Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P. and Blackwell Partners LLC – Series A, on the other hand (each a “Preferred Stockholder” and collectively, the “Preferred Stockholders”).
BIOSCRIP, INC.Warrant Agreement • March 15th, 2019 • BioScrip, Inc. • Services-home health care services • Delaware
Reference is made to (i) that certain Warrant Agreement (the “Warrant Agreement”), dated June 29, 2017, by and among BioScrip, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (collectively with their successors and assigns, the “Original Purchasers”); (ii) that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among the Company, HC Group Holdings I, LLC (“Omega Parent”), HC Group Holdings II, Inc., Beta Sub, Inc., Beta Sub, LLC and HC Group Holdings III, Inc.; and (iii) that certain Amended and Restated Warrant Agreement, dated as of the date hereof, by and among the Company and the Holder and other Holders party thereto (the “Warrant Amendment”), attached hereto as Exhibit B. This letter agreement (this “Letter Agreement”) confirms certain agreements and understandings between the Holder and the Company related to the Warrant Amendment (as defined below).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2019 • BioScrip, Inc. • Services-home health care services • New York
This AMENDMENT NO. 1 to THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”), effective as of March 14, 2019, is by and between BioScrip, Inc. (the “Company”), and the stockholders of the Company signatory hereto (each a “Stockholder” and collectively, the “Stockholders”). Capitalized but otherwise undefined terms herein have the meanings given to them in the Registration Rights Agreement (as defined below).
