NationsHealth, Inc. Sample Contracts

EXHIBIT 10.12 STOCK OPTION AGREEMENT UNDER THE NATIONSHEALTH, INC. 2004 STOCK OPTION PLAN For purposes of this Option and Stock Option Agreement (this "OPTION AGREEMENT"), the following terms shall have the following meanings: Grantee: [Insert Name of...
Stock Option Agreement • November 10th, 2004 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Delaware
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Exhibit 10.7 THIS LEASE AGREEMENT is made by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership ("LANDLORD") with its address at 777 Yamato Road, Boca Raton, FL 33431, and NATIONSHEALTH SUPPLY L.L.C., a limited...
Lease Agreement • March 25th, 2005 • NationsHealth, Inc. • Retail-drug stores and proprietary stores
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2003 • Millstream Acquisition Corp • Blank checks • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 22nd day of July 2003, by and among: Millstream Acquisition Corporation, a Delaware corporation (the "Company"); and the undersigned parties listed under Investor on the signature page hereto (each, an "Investor" and collectively, the "Investors").

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March 9, 2004 Warrant to Purchase Shares of Common Stock MILLSTREAM ACQUISITION CORPORATION STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received, __________, or his registered assigns, is entitled to purchase from Millstream Acquisition...
Millstream Acquisition Corp • May 17th, 2004 • Retail-drug stores and proprietary stores • New York
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UNDERWRITING AGREEMENT between MILLSTREAM ACQUISITION CORPORATION and EARLYBIRDCAPITAL, INC. Dated: , 2003
Underwriting Agreement • July 28th, 2003 • Millstream Acquisition Corp • Blank checks • New York

The undersigned, Millstream Acquisition Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as "you," "EBC" or the "Representative") and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

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BASE ADDITIONAL TOTAL SUBLEASE PERIOD RENT/MONTH RENT/MONTH RENT/MONTH --------------- ---------- ---------- ---------- 8/01/04-5/01/05 $15,387.42 $1,112.58 $16,500.00 5/01/05-5/01/06 $15,849.04 $1,150.96 $17,000.00
Sublease • March 25th, 2005 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Florida
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WARRANT AGREEMENT
Warrant Agreement • July 28th, 2003 • Millstream Acquisition Corp • Blank checks • New York

Agreement made as of July , 2003 between Millstream Acquisition Corporation, a Delaware corporation, with offices at c/o Arthur Spector, 435 Devon Park Drive, Building 400, Wayne, Pennsylvania 19087 ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 ("Warrant Agent").

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EMPLOYMENT AGREEMENT
Employment Agreement • April 21st, 2005 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Florida

THIS EMPLOYMENT AGREEMENT (the “Agreement”) made as of April 15, 2005 (the “Effective Date”), by and between NationsHealth, Inc., a Delaware corporation (the “Company”), and Gregory J. Couto (the “Executive”).

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WITNESSETH:
Assignment of Lease Agreement • March 25th, 2005 • NationsHealth, Inc. • Retail-drug stores and proprietary stores
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EMPLOYMENT AGREEMENT
Employment Agreement • September 7th, 2004 • Millstream Acquisition Corp • Retail-drug stores and proprietary stores • 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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No. WB — 3 Warrant to Purchase 4,372,023 Shares of Common Stock (subject to adjustment) Warrant Issue Date: April 30, 2009
NationsHealth, Inc. • May 5th, 2009 • Retail-drug stores and proprietary stores • New York

This certifies that, for value received, OTQ LLC, a Delaware limited liability company, or registered assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from NationsHealth, Inc. (the “Company”), a Delaware corporation, 4,372,023 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 warrants delivered

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • July 28th, 2003 • Millstream Acquisition Corp • Blank checks • New York

This Agreement is made as of July , 2003 by and between Millstream Acquisition Corporation ("Company") and Continental Stock Transfer & Trust Company ("Trustee").

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AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of August 10, 2004, among MILLSTREAM ACQUISITION CORPORATION, N MERGER L.L.C. and NATIONSHEALTH HOLDINGS, L.L.C.
Agreement and Plan of Merger • September 7th, 2004 • Millstream Acquisition Corp • Retail-drug stores and proprietary stores • Florida

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of August 10, 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 7th, 2004 • Millstream Acquisition Corp • Retail-drug stores and proprietary stores • Delaware

THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 9, 2004, and amended as of June 2, 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”).

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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.)
Employment Agreement • June 2nd, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Florida

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”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 20th, 2008 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Florida

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as May 14, 2008, but effective as of May 15, 2008 (the “Effective Date”), by and between NationsHealth, Inc., a Delaware corporation (the “Company”), and Bryan Happ (the “Employee”).

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Contract
Stockholders Agreement • September 7th, 2004 • Millstream Acquisition Corp • Retail-drug stores and proprietary stores • Delaware

STOCKHOLDERS AGREEMENT, dated as of March 9, 2004, and amended as of June 2, 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”).

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Contract
Indemnification and Escrow Agreement • September 7th, 2004 • Millstream Acquisition Corp • Retail-drug stores and proprietary stores • New York

INDEMNIFICATION AND ESCROW AGREEMENT, dated as of August 30, 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”).

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SELECTED DEALERS AGREEMENT
Dealers Agreement • May 19th, 2003 • Millstream Acquisition Corp • New York
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STOCK ESCROW AGREEMENT
Stock Escrow Agreement • July 28th, 2003 • Millstream Acquisition Corp • Blank checks • New York

STOCK ESCROW AGREEMENT dated as of , 2003 ("Agreement") by and among MILLSTREAM ACQUISITION CORPORATION, a Delaware corporation ("Company"), ARTHUR SPECTOR, the SPECTOR FAMILY TRUST, ROBERT E. KEITH, JR., DON K. RICE, DR. HEINZ C. SCHIMMELBUSCH and J. BRIAN O'NEILL (collectively "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").

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BRIDGE LOAN AND SECURITY AGREEMENT
Bridge Loan and Security Agreement • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores

This Bridge Loan and Security Agreement dated as of April 30, 2009 (this “Agreement”), is entered into among COMVEST NATIONSHEALTH HOLDINGS, LLC, a Delaware limited liability company (“Parent”), NATIONSHEALTH, INC., a Delaware corporation (the “Company”), 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 (“Holdings”), 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 together with the Company, USPG, Holdings and Diabetes, “Borrower”).

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VOTING AGREEMENT
Voting Agreement • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores

This Voting 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 Parent and MHR, individually, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined herein sha

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 10th, 2005 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 4, 2005, (this “Agreement”), by and among NATIONSHEALTH, INC., a Delaware corporation (the “Company”), and the Holders (as defined below) of Registrable Securities (as defined below).

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Amendment to the Employment Agreement Between NationsHealth, Inc. and Joshua Weingard
Employment Agreement • May 1st, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Florida

THIS AMENDMENT is dated as of December 23, 2008, between NationsHealth, Inc., a Delaware corporation (the “Company”), and Joshua Weingard (the “Employee”).

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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");

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Amendment Agreement • July 1st, 2004 • Millstream Acquisition Corp • Retail-drug stores and proprietary stores • Florida

This AMENDMENT AGREEMENT, dated as of June 2, 2004 (this "Agreement"), amends (i) the AGREEMENT AND PLAN OF MERGER, dated as of March 9, 2004 (the "Merger 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"), (ii) the Parent Disclosure Letter dated as of March 9, 2004 (the "Parent Disclosure Letter"), (iii) the Stockholders Agreement dated as of March 9, 2004 (the "Stockholders Agreement"), among Parent, RGGPLS Holding, Inc., a Florida corporation ("RGGPLS") and GRH Holdings, LLC, a Florida limited liability company ("GRH"), and (iv) the Registration Rights Agreement, dated as of March 9, 2004 (the "Registration Rights Agreement") among Parent, RGGPLS, GRH and Becton, Dickinson and Company, a New Jersey corporation ("BD").

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REVOLVING CREDIT AGREEMENT
Revolving Credit and Security Agreement • March 27th, 2006 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Maryland

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (the “Agreement”) dated as of March 21, 2006, 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”), and NATIONSHEALTH, INC., a Delaware corporation (“NationsHealth”) (jointly and severally, the “Borrower”) and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the “Lender”).

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REVOLVING CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • June 4th, 2004 • Millstream Acquisition Corp • Retail-drug stores and proprietary stores • Maryland

THIS REVOLVING CREDIT AND SECURITY AGREEMENT (the "Agreement") dated as of April 30, 2004, is entered into among UNITED STATES PHARMACEUTICAL GROUP, L.L.C. d/b/a NATIONSHEALTH, a Delaware limited liability company and NATIONSHEALTH HOLDINGS, L.L.C., a Florida limited liability company (jointly and severally, the "Borrower") and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the "Lender").

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July , 2003
Millstream Acquisition Corp • July 21st, 2003 • Blank checks

This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Millstream Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading ("Separation Date").

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FOURTH AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Maryland

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”).

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AMENDMENT NUMBER 2 TO STRATEGIC AGREEMENT
Strategic Agreement • May 15th, 2006 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Connecticut

This Amendment Number 2 to Strategic Agreement is made and entered into effective as of February 20, 2006 (“Amendment”) by and among Connecticut General Life Insurance Company, a Connecticut corporation (“CIGNA”), United States Pharmaceutical Group, LLC, a Delaware limited liability company (“USPG”) and NationsHealth, Inc., a Delaware corporation and the indirect owner of all of the membership interest of USPG (“NationsHealth”), collectively referred to herein as the “Parties”.

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AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN NATIONSHEALTH, INC. AND ROBERT E. TREMAIN
Employment Agreement • June 14th, 2006 • NationsHealth, Inc. • Retail-drug stores and proprietary stores

WHEREAS, NationsHealth, Inc., a Delaware corporation (the “Company”) entered into that certain Employment Agreement with Robert E. Tremain (the “Executive”) as of February 3, 2006 to employ the Executive as the Chief Operating Officer (the “Employment Agreement”); and

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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • November 13th, 2006 • NationsHealth, Inc. • Retail-drug stores and proprietary stores

This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (the “Third Amendment”) is made as of this 2nd day of October, 2006 by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, with its chief executive office located at 4445 Willard Avenue, Chevy Chase, Maryland 20815 (“Lender”) and 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”), and NATIONSHEALTH, INC., a Delaware corporation (“NationsHealth”) (jointly and severally, the “Borrower").

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LEASE AGREEMENT
Lease Agreement • February 9th, 2007 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Minnesota

This Lease Agreement, dated January 31, 2007, by and between FARNAM STREET FINANCIAL, INC. (the “Lessor”) with an office located at 240 Pondview Plaza, 5850 Opus Parkway, Minnetonka, MN 55343 and NATIONSHEALTH, INC. (the “Lessee”) with an office located at 13650 Northwest 8th Street, Sunrise, FL 33325.

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • November 13th, 2006 • NationsHealth, Inc. • Retail-drug stores and proprietary stores

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (the “First Amendment”) is made as of this 11th day of August, 2006 by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, with its chief executive office located at 4445 Willard Avenue, Chevy Chase, Maryland 20815 (“Lender”) and 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”), and NATIONSHEALTH, INC., a Delaware corporation (“NationsHealth”) (jointly and severally, the “Borrower").

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