No. WB — 3 Warrant to Purchase 4,372,023 Shares of Common Stock (subject to adjustment) Warrant Issue Date: April 30, 2009NationsHealth, 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
ContractCommon Stock Purchase • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Delaware
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.
VOTING AGREEMENTVoting Agreement • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores
This Voting Agreement, dated as of April 30, 2009 (this “Agreement”), is made by and among ComVest NationsHealth Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of 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).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores
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
CONSENT, WAIVER, JOINDER AND EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTAnd Security Agreement • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores
This CONSENT, WAIVER, JOINDER AND EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (the “Eighth Amendment”) is made as of this 30th day of April, 2009 by and among 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 Loan Agreement referred to below (in such capacity, the “Agent”), UNITED STATES PHARMACEUTICAL GROUP, L.L.C. d/b/a NATIONSHEALTH (“USPG”), a Delaware limited liability company, NATIONSHEALTH HOLDINGS, L.L.C., (“NHH”) a Florida limited liability company, NATIONSHEALTH, INC. (“NationsHealth”), a Delaware corporation and DIABETES CARE & EDUCATION, INC. (“DCE”), a South Carolina corporation (USPG, NHH, NationsHealth and DCE being sometimes individually, collectively and jointly and severally, “Current Borrower”).
