EXCHANGE AGREEMENTExchange Agreement • October 28th, 2009 • Brickell Bay Acquisition Corp. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2009 by and among Brickell Bay Acquisition Corp., a Delaware corporation (the “Company”), and Parallex LLC (the “Exchanger”). Certain definitions are set forth in Section 5 of this Agreement. Subject to Section 8 hereof, this Agreement shall become effective (the “Effective Date”) upon the Closing Date as defined in the Merger Agreement.
STOCKHOLDERS AGREEMENTStockholders Agreement • October 28th, 2009 • Brickell Bay Acquisition Corp. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of October 18, 2009 by and among Brickell Bay Acquisition Corp., a Delaware corporation (the “Company”), H.I.G. Healthcare, LLC, a Cayman Islands limited company (the “Investor”), each Person executing this Agreement and listed as a Rollover Stockholder on the signature pages hereto (the “Rollover Stockholders”), and the individuals set forth from time to time on the Schedule of Executives attached hereto (each such individual, an “Executive” and collectively, the “Executives”). The Investor, the Rollover Stockholders and the Executives are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” Capitalized terms used but not otherwise defined herein are defined in Section 11 hereof. Subject to Section 36 hereof, this Agreement shall become effective (the “Effective Date”) upon the Closing Date as defined in the Merger Agreement.
EQUITY COMMITMENT LETTERBrickell Bay Acquisition Corp. • October 28th, 2009 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This letter agreement sets forth the commitment of H.I.G. Bayside Debt & LBO Fund II, L.P. (“Sponsor”), subject to the terms and conditions contained herein, to purchase certain equity interests of Brickell Bay Acquisition Corp., a newly formed Delaware corporation (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among Allion Healthcare, Inc., a Delaware corporation (the “Company”), Parent and Brickell Bay Merger Corp., a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
LIMITED GUARANTEELimited Guarantee • October 28th, 2009 • Brickell Bay Acquisition Corp. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
LIMITED GUARANTEE, dated as of October 18, 2009 (this “Limited Guarantee”), by H.I.G. Bayside Debt & LBO Fund II, L.P. (the “Guarantor”) in favor of Allion Healthcare, Inc., a Delaware corporation (the “Guaranteed Party”).
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • October 28th, 2009 • Brickell Bay Acquisition Corp. • Wholesale-drugs, proprietaries & druggists' sundries
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
