WARRANT TO PURCHASE COMMON STOCK Of NationsHealth, Inc. Void after July 23, 2017Warrant Agreement • July 27th, 2009 • MHR Capital Partners Master Account LP • Retail-drug stores and proprietary stores • New York
This certifies that, for value received, MHR Capital Partners Master Account LP. an Anguilla, British West Indies 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, 5,850,262 shares of the Common Stock of the Company, as constituted on the date hereof (the “Warrant Issue Date”), 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 W
TERMINATION AGREEMENTTermination Agreement • July 27th, 2009 • MHR Capital Partners Master Account LP • Retail-drug stores and proprietary stores • Delaware
This TERMINATION AGREEMENT (the “Termination Agreement”) is made this 23rd day of July, 2009, by and among NATIONSHEALTH, INC., a Delaware corporation (“NationsHealth”), RGGPLS, LLC, a Delaware limited liability company (as successor-in-interest to RGGPLS Holding, Inc., a Florida corporation) (“RGGPLS”), GRH HOLDINGS, L.L.C., a Florida limited liability company (“GRH”), MHR CAPITAL PARTNERS MASTER ACCOUNT LP, a limited partnership organized in Anguilla, British West Indies (as successor-in-interest to MHR CAPITAL PARTNERS LP) (“Master Account”), OTQ LLC, a Delaware limited liability company (“OTQ”), and MHR CAPITAL PARTNERS (100) LP, a Delaware limited partnership (“Capital Partners (100)”). NationsHealth, RGGPLS, GRH, Master Account, OTQ and Capital Partners (100) are sometimes referred to herein singly as a “Party” and collectively as the “Parties.”
TERMINATION AGREEMENTTermination Agreement • July 27th, 2009 • MHR Capital Partners Master Account LP • Retail-drug stores and proprietary stores • Delaware
This TERMINATION AGREEMENT (the “Termination Agreement”) is made this 23rd day of July, 2009, by and among NATIONSHEALTH, INC., a Delaware corporation (“NationsHealth”), MHR CAPITAL PARTNERS MASTER ACCOUNT LP, a limited partnership organized in Anguilla, British West Indies (as successor-in-interest to MHR CAPITAL PARTNERS LP) (“Master Account”), OTQ LLC, a Delaware limited liability company (“OTQ”), and MHR CAPITAL PARTNERS (100) LP, a Delaware limited partnership (“Capital Partners (100)”). NationsHealth, Master Account, OTQ and Capital Partners (100) are sometimes referred to herein singly as a “Party” and collectively as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 27th, 2009 • MHR Capital Partners Master Account LP • Retail-drug stores and proprietary stores • Delaware
This Indemnification Agreement (as amended, modified or extended from time to time, this “Agreement”) is made as of July 23, 2009 by and between NationsHealth, Inc. a Delaware corporation (the “Company”), each of the Company’s subsidiaries signatories hereto solely for purposes of Section 21 of this Agreement and Mark H. Rachesky, M.D. (“Indemnitee”).
