NationsHealth, Inc. Sample Contracts

NationsHealth, Inc. – Employment Agreement, dated April 30, 2009, by and between Mr. Lewis Stone and NationsHealth, Inc. (as supplemented by that certain Supplemental Agreement to Employment Agreement, dated April 30, 2009, by and between Mr. Lewis Stone and NationsHealth, Inc.) (June 2nd, 2009)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on April 30, 2009, by and between NationsHealth, Inc., a Delaware corporation (the “Company”), and Lewis Stone, an individual residing at 6618 N.W. 103rd Lane, Parkland, Florida 33076 (the “Executive”).

NationsHealth, Inc. – Employment Agreement, dated April 30, 2009, by and between Mr. Mark Lama and NationsHealth, Inc. (as supplemented by that certain Supplemental Agreement to Employment Agreement, dated April 30, 2009, by and between Mr. Mark Lama and NationsHealth, Inc.) (June 2nd, 2009)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on April 30, 2009, by and between NationsHealth, Inc., a Delaware corporation (the “Company”), and Mark Lama, an individual residing at 225 Potter Road, West Palm Beach, Florida 33405 (the “Executive”).

NationsHealth, Inc. – Employment Agreement, dated April 30, 2009, by and between Mr. Timothy Fairbanks and NationsHealth, Inc. (as supplemented by that certain Supplemental Agreement to Employment Agreement, dated April 30, 2009, by and between Mr. Timothy Fairbanks and NationsHealth, Inc.) (June 2nd, 2009)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on April 30, 2009, by and between NationsHealth, Inc., a Delaware corporation (the “Company”), and Timothy Fairbanks, an individual residing at 6605 N.W. 122 Avenue, Parkland, Florida 33076 (the “Executive”).

NationsHealth, Inc. – First Amended and Restated 7 3/4% Convertible Secured Note in favor of OTQ LLC, dated as of April 30, 2009, issued by NationsHealth, Inc., NationsHealth Holdings, L.L.C., United States Pharmaceutical Group, L.L.C., Diabetes Care & Education, Inc., and National Pharmaceuticals and Medical Products (USA), LLC (June 2nd, 2009)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW WITH RESPECT THERETO, (II) PURSUANT TO RULE 144 OF THE SECURITIES ACT OR (III) UPON THE ADVICE OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

NationsHealth, Inc. – Form of Second Amended and Restated 7 3/4% Convertible Secured Note issued by NationsHealth, Inc., NationsHealth Holdings, L.L.C., United States Pharmaceutical Group, L.L.C., Diabetes Care & Education, Inc., and National Pharmaceuticals and Medical Products (USA), LLC (June 2nd, 2009)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW WITH RESPECT THERETO, (II) PURSUANT TO RULE 144 OF THE SECURITIES ACT OR (III) UPON THE ADVICE OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

NationsHealth, Inc. – First Amended and Restated 7 3/4% Convertible Secured Note, dated as of April 30, 2009, in favor of MHR Capital Partners (100) LP issued by NationsHealth, Inc., NationsHealth Holdings, L.L.C., United States Pharmaceutical Group, L.L.C., Diabetes Care & Education, Inc., and National Pharmaceuticals and Medical Products (USA), LLC (June 2nd, 2009)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW WITH RESPECT THERETO, (II) PURSUANT TO RULE 144 OF THE SECURITIES ACT OR (III) UPON THE ADVICE OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

NationsHealth, Inc. – Form of Second Amended and Restated 7 3/4% Convertible Secured Note issued by NationsHealth, Inc., NationsHealth Holdings, L.L.C., United States Pharmaceutical Group, L.L.C., Diabetes Care & Education, Inc., and National Pharmaceuticals and Medical Products (USA), LLC (June 2nd, 2009)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW WITH RESPECT THERETO, (II) PURSUANT TO RULE 144 OF THE SECURITIES ACT OR (III) UPON THE ADVICE OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

NationsHealth, Inc. – Employment Agreement, dated April 30, 2009, by and between Dr. Glenn Parker and NationsHealth, Inc. (June 2nd, 2009)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on April 30, 2009, by and between NationsHealth, Inc., a Delaware corporation (the “Company”), and Glenn Parker, an individual residing at 530 Carrotwood Terrace, Plantation, Florida 33324 (the “Executive”).

NationsHealth, Inc. – Employment Agreement, dated April 30, 2009, by and between Mr. Lewis Stone and NationsHealth, Inc. (as supplemented by that certain Supplemental Agreement to Employment Agreement, dated April 30, 2009, by and between Mr. Lewis Stone and NationsHealth, Inc.) (June 2nd, 2009)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on April 30, 2009, by and between NationsHealth, Inc., a Delaware corporation (the “Company”), and Lewis Stone, an individual residing at 6618 N.W. 103rd Lane, Parkland, Florida 33076 (the “Executive”).

NationsHealth, Inc. – Employment Agreement, dated April 30, 2009, by and between Mr. Timothy Fairbanks and NationsHealth, Inc. (as supplemented by that certain Supplemental Agreement to Employment Agreement, dated April 30, 2009, by and between Mr. Timothy Fairbanks and NationsHealth, Inc.) (June 2nd, 2009)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on April 30, 2009, by and between NationsHealth, Inc., a Delaware corporation (the “Company”), and Timothy Fairbanks, an individual residing at 6605 N.W. 122 Avenue, Parkland, Florida 33076 (the “Executive”).

NationsHealth, Inc. – First Amended and Restated 7 3/4% Convertible Secured Note, dated as of April 30, 2009, in favor of MHR Capital Partners Master Account LP issued by NationsHealth, Inc., NationsHealth Holdings, L.L.C., United States Pharmaceutical Group, L.L.C., Diabetes Care & Education, Inc., and National Pharmaceuticals and Medical Products (USA), LLC (June 2nd, 2009)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW WITH RESPECT THERETO, (II) PURSUANT TO RULE 144 OF THE SECURITIES ACT OR (III) UPON THE ADVICE OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

NationsHealth, Inc. – First Amended and Restated 7 3/4% Convertible Secured Note, dated as of April 30, 2009, in favor of MHR Capital Partners (100) LP issued by NationsHealth, Inc., NationsHealth Holdings, L.L.C., United States Pharmaceutical Group, L.L.C., Diabetes Care & Education, Inc., and National Pharmaceuticals and Medical Products (USA), LLC (June 2nd, 2009)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW WITH RESPECT THERETO, (II) PURSUANT TO RULE 144 OF THE SECURITIES ACT OR (III) UPON THE ADVICE OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

NationsHealth, Inc. – Employment Agreement, dated April 30, 2009, by and between Dr. Glenn Parker and NationsHealth, Inc. (June 2nd, 2009)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on April 30, 2009, by and between NationsHealth, Inc., a Delaware corporation (the “Company”), and Glenn Parker, an individual residing at 530 Carrotwood Terrace, Plantation, Florida 33324 (the “Executive”).

NationsHealth, Inc. – First Amended and Restated 7 3/4% Convertible Secured Note, dated as of April 30, 2009, in favor of MHR Capital Partners Master Account LP issued by NationsHealth, Inc., NationsHealth Holdings, L.L.C., United States Pharmaceutical Group, L.L.C., Diabetes Care & Education, Inc., and National Pharmaceuticals and Medical Products (USA), LLC (June 2nd, 2009)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW WITH RESPECT THERETO, (II) PURSUANT TO RULE 144 OF THE SECURITIES ACT OR (III) UPON THE ADVICE OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

NationsHealth, Inc. – Employment Agreement, dated April 30, 2009, by and between Mr. Mark Lama and NationsHealth, Inc. (as supplemented by that certain Supplemental Agreement to Employment Agreement, dated April 30, 2009, by and between Mr. Mark Lama and NationsHealth, Inc.) (June 2nd, 2009)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on April 30, 2009, by and between NationsHealth, Inc., a Delaware corporation (the “Company”), and Mark Lama, an individual residing at 225 Potter Road, West Palm Beach, Florida 33405 (the “Executive”).

NationsHealth, Inc. – Letter Agreement, dated April 30, 2009, by and between Mr. Mark Lama and NationsHealth, Inc. (June 2nd, 2009)

Employment Following the Letter Termination Date. In the event that your employment extends beyond the Letter Termination Date, then such employment shall be on an at will basis following the Letter Termination Date, provided, however, except as set forth in the Termination of Employment Section below, if the Effective Date occurs after the Letter Termination Date, then the Employment Agreement shall be in effect from and after the Effective Date.

NationsHealth, Inc. – First Amended and Restated 7 3/4% Convertible Secured Note in favor of OTQ LLC, dated as of April 30, 2009, issued by NationsHealth, Inc., NationsHealth Holdings, L.L.C., United States Pharmaceutical Group, L.L.C., Diabetes Care & Education, Inc., and National Pharmaceuticals and Medical Products (USA), LLC (June 2nd, 2009)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW WITH RESPECT THERETO, (II) PURSUANT TO RULE 144 OF THE SECURITIES ACT OR (III) UPON THE ADVICE OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

NationsHealth, Inc. – Letter Agreement, dated April 30, 2009, by and between Mr. Mark Lama and NationsHealth, Inc. (June 2nd, 2009)

Employment Following the Letter Termination Date. In the event that your employment extends beyond the Letter Termination Date, then such employment shall be on an at will basis following the Letter Termination Date, provided, however, except as set forth in the Termination of Employment Section below, if the Effective Date occurs after the Letter Termination Date, then the Employment Agreement shall be in effect from and after the Effective Date.

NationsHealth, Inc. – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED PREFERRED VENDOR AGREEMENT (May 14th, 2009)

This First Amendment to the SECOND AMENDED AND RESTATED PREFERRED VENDOR AGREEMENT (“Agreement”) between CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut Corporation (“CIGNA”) and UNITED STATES PHARMACEUTICAL GROUP, LLC (“USPG”), a Delaware limited liability company and NATIONSHEALTH, INC., a Delaware Corporation and the indirect owner of all of the membership interest of USPG (collectively, “NationsHealth”), dated May 1, 2008, is made and entered into effective February 25, 2009.

NationsHealth, Inc. – INVESTOR RIGHTS AGREEMENT (May 5th, 2009)

This Investor Rights 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, Inc., a Delaware corporation (the “Company”), MHR Capital Partners Master Account, LP, MHR Capital Partners (100) LP, OTQ, LLC, and Mark H. Rachesky M.D., as a holder of record and as authorized signatory for certain other entities, (collectively, with their respective Affiliates and any successor to any of the foregoing, “MHR,” provided, that any representations and covenants made by any of the foregoing signatories hereto shall be made severally and not jointly), Glenn Parker, Lewis Stone, Timothy Fairbanks, Mark Lama, and RGGPLS, LLC, a Delaware limited liability company, (each, individually, a “Key Holder” and, collectively, the “Key Holders” and together with MHR, individually, a “Stockholder” and, collectively, the “Stockholders”). Certain defined terms used in this Agreement are de

NationsHealth, Inc. – RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (May 5th, 2009)

This Right of First Refusal and Co-Sale 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, Inc., a Delaware corporation (the “Company”), MHR Capital Partners Master Account, LP, MHR Capital Partners (100) LP, OTQ, LLC, and Mark H. Rachesky M.D., as a holder of record and as authorized signatory for certain other entities, (collectively, with their respective Affiliates and any successor to any of the foregoing, “MHR,” provided, that any representations and covenants made by any of the foregoing signatories hereto shall be made severally and not jointly), Glenn Parker, Lewis Stone, Timothy Fairbanks Mark Lama, and RGGPLS, LLC, a Delaware limited liability company, (each, individually, a “Key Holder” and, collectively, the “Key Holders” and together with MHR and Parent, individually, a “Stockholder” and, collectively, the “Stockholders”). Certain defined terms

NationsHealth, Inc. – Contract (May 5th, 2009)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISES OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EFFECTIVE REGISTRATION STATEMENTS UNDER SUCH SECURITIES ACT AND LAWS OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER OF THIS WARRANT THAT SUCH REGISTRATION IS NOT REQUIRED.

NationsHealth, Inc. – THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY A (May 5th, 2009)

THIS PROMISSORY NOTE IS SUBORDINATED TO CERTAIN SENIOR INDEBTEDNESS OF BORROWER (AS HEREIN DEFINED) IN THE MANNER SET FORTH IN THE SENIOR SUBORDINATION AGREEMENT (AS HEREIN DEFINED) AND ALL RIGHTS, REMEDIES AND OBLIGATIONS UNDER THIS PROMISSORY NOTE AND THE OTHER BRIDGE LOAN DOCUMENTS (AS HEREIN DEFINED) ARE SUBJECT TO THE TERMS OF THE SENIOR SUBORDINATION AGREEMENT.

NationsHealth, Inc. – SERIES A PREFERRED STOCK PURCHASE AGREEMENT (May 5th, 2009)

This Series A Preferred Stock Purchase Agreement (this “Agreement”), dated as of April 30, 2009, is made by and among ComVest NationsHealth Holdings, LLC, a Delaware limited liability company (“Parent”), and NationsHealth, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

NationsHealth, Inc. – FIRST AMENDED AND RESTATED 7 3/4% CONVERTIBLE SECURED NOTE (May 5th, 2009)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW WITH RESPECT THERETO, (II) PURSUANT TO RULE 144 OF THE SECURITIES ACT OR (III) UPON THE ADVICE OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

NationsHealth, Inc. – FIRST AMENDED AND RESTATED 7 3/4% CONVERTIBLE SECURED NOTE (May 5th, 2009)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW WITH RESPECT THERETO, (II) PURSUANT TO RULE 144 OF THE SECURITIES ACT OR (III) UPON THE ADVICE OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

NationsHealth, Inc. – EXCHANGE AND ROLLOVER AGREEMENT (May 5th, 2009)

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).

NationsHealth, Inc. – NationsHealth Enters Into a Definitive Merger Agreement to be Acquired by ComVest Investment Partners III (May 5th, 2009)

Sunrise, FL, April 30, 2009 — NationsHealth, Inc. (“NationsHealth”) (OTCBB: NHRXE), announced today that it has entered into a definitive merger agreement pursuant to which NationsHealth shall be acquired and taken private by ComVest NationsHealth Holdings, LLC, a wholly-owned subsidiary of ComVest Investment Partners III, L.P. (collectively, “ComVest”), a Florida-based private equity firm. Under the terms of the definitive merger agreement, ComVest will acquire all issued and outstanding shares of common stock of NationsHealth for $0.12 per share in cash, other than certain stockholders and members of NationsHealth management. The proposed transaction is expected to close by the third quarter of 2009.

NationsHealth, Inc. – SENIOR SUBORDINATION AGREEMENT (May 5th, 2009)

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”).

NationsHealth, Inc. – LIMITED WAIVER AND CONSENT TO CONVERTIBLE SECURED NOTES (May 5th, 2009)

This LIMITED WAIVER AND CONSENT (this “Waiver and Consent”) is dated as of April 30, 2009 and entered into by and among NationsHealth Inc., a Delaware corporation (the “Company”), NationsHealth Holdings, L.L.C., a Florida limited liability company and a wholly-owned subsidiary of the Company (“NH LLC”), United States Pharmaceutical Group, L.L.C., a Delaware limited liability company and an indirect wholly-owned subsidiary of the Company (“USPG,” the Company and NH LLC are collectively, the “Existing Issuers”), 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 “Diabetes” are together, the “Additional Issuers,” and the Existing Issuers and the Additional Issuers are together, the “Issuers”) and MHR Capital Partners Master Account LP (as assignee of MHR Capital Partners (500) LP (f/k/a MHR Capital Partners LP)), OTQ LLC and MHR Capital Partners (100

NationsHealth, Inc. – INVESTOR RIGHTS AGREEMENT (May 5th, 2009)

This Investor Rights 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, Inc., a Delaware corporation (the “Company”), MHR Capital Partners Master Account, LP, MHR Capital Partners (100) LP, OTQ, LLC, and Mark H. Rachesky M.D., as a holder of record and as authorized signatory for certain other entities, (collectively, with their respective Affiliates and any successor to any of the foregoing, “MHR,” provided, that any representations and covenants made by any of the foregoing signatories hereto shall be made severally and not jointly), Glenn Parker, Lewis Stone, Timothy Fairbanks, Mark Lama, and RGGPLS, LLC, a Delaware limited liability company, (each, individually, a “Key Holder” and, collectively, the “Key Holders” and together with MHR, individually, a “Stockholder” and, collectively, the “Stockholders”). Certain defined terms used in this Agreement are de

NationsHealth, Inc. – FIRST AMENDED AND RESTATED 7 3/4% CONVERTIBLE SECURED NOTE (May 5th, 2009)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW WITH RESPECT THERETO, (II) PURSUANT TO RULE 144 OF THE SECURITIES ACT OR (III) UPON THE ADVICE OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

NationsHealth, Inc. – SUBORDINATION AGREEMENT (May 5th, 2009)

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”).

NationsHealth, Inc. – Warrant Issue Date: April 30, 2009 (May 5th, 2009)

This certifies that, for value received, MHR Capital Partners (100) LP, a Delaware 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, 684,722 shares of the Common Stock of the Company, as constituted on the “Warrant Exercisability Date” (as defined below), 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 Warrants”, and any warra

NationsHealth, Inc. – FOURTH AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (May 5th, 2009)

THIS FOURTH AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (the “Agreement”) dated as of April 30, 2009, is entered into among 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 (“NHH”), NATIONSHEALTH, INC., a Delaware corporation (“NationsHealth”), DIABETES CARE & EDUCATION, INC., a South Carolina corporation (“DCE”), and NATIONAL PHARMACEUTICALS AND MEDICAL PRODUCTS (USA), LLC, a Florida limited liability company (“National Pharmaceuticals” and sometimes individually, collectively and jointly and severally with USPG, NHH, NationsHealth and DCE, “Borrower”) and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, in its capacity as agent for Lender (as herein defined) (in such capacity, the “Agent”).