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).
