Rggpls, LLC Sample Contracts

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 13th, 2004 • RGGPLS Holding, Inc. • 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 13th, 2004 • RGGPLS Holding, Inc. • 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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Contract
Stockholders Agreement • September 13th, 2004 • RGGPLS Holding, Inc. • 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 13th, 2004 • RGGPLS Holding, Inc. • 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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AMENDED AND RESTATED JOINT FILING AGREEMENT
Joint Filing Agreement • December 16th, 2005 • Rggpls, LLC • Retail-drug stores and proprietary stores

This Amended and Restated Joint Filing Agreement supercedes the Joint Filing Agreement entered into among RGGPLS Holding, Inc. (predecessor to RGGPLS, LLC) and certain of the other persons named below.

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Contract
Amended And • September 13th, 2004 • RGGPLS Holding, Inc. • Retail-drug stores and proprietary stores • Delaware

AMENDED AND RESTATED GOVERNANCE AGREEMENT, dated as of August 10, 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 (the “RGGPLS”), and Arthur Spector (“Spector”).

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August 27, 2004 RGGPLS Holding, Inc. 13650 N.W. 8th Street, Suite 109 Sunrise, FL 33325
RGGPLS Holding, Inc. • September 13th, 2004 • Retail-drug stores and proprietary stores • New York

Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of August 10, 2004, among Parent, Sub, and the Company (the “Merger Agreement”). Capitalized terms used herein without definitions have the meanings assigned to them in the Merger Agreement.

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JOINT FILING AGREEMENT
Joint Filing Agreement • September 13th, 2004 • RGGPLS Holding, Inc. • Retail-drug stores and proprietary stores

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of NationsHealth, Inc., and further agree that this Joint Filing Agreement be included as Exhibit 1.

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VOTING AGREEMENT
Voting Agreement • December 16th, 2005 • Rggpls, LLC • Retail-drug stores and proprietary stores • Delaware

VOTING AGREEMENT, dated as of December 5, 2005 (this “Agreement”), among RGGPLS, LLC, a Delaware limited liability company (“RGGPLS”), and Glenn M. Parker, M.D. (the “Specified Stockholder”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • January 11th, 2005 • RGGPLS Holding, Inc. • Retail-drug stores and proprietary stores

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of NationsHealth, Inc., and further agree that this Joint Filing Agreement be included as Exhibit 10.1.

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LIMITED LIABILITY COMPANY AGREEMENT OF RGGPLS, LLC
Limited Liability Company Agreement • December 16th, 2005 • Rggpls, LLC • Retail-drug stores and proprietary stores • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is entered into this 27th day of August, 2004, by and between the Persons set forth on the signature page hereto (together with all other Persons who later become members pursuant to this Agreement, individually a “Member” and collectively the “Members”).

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