EX-4.13






Exhibit
4.13




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 APPLICABLE STATE SECURITIES LAWS.



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.



10% SECURED CONVERTIBLE SUBORDINATED PROMISSORY NOTE




No. R-1




			
	 	 	 
	$3,000,000.00
	 	April 30, 2009






     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, L.L.C., a Florida limited
liability company (“National” and together with the Company, USPG, Holdings and Diabetes,
“Borrower”), for value received, promises to pay to COMVEST NATIONSHEALTH HOLDINGS, LLC, a
Delaware limited liability company (“Holder”), the principal sum of Three Million Dollars
($3,000,000), together with interest as provided herein, which shall be due and payable upon the
terms and conditions contained in this 10% Secured Convertible Subordinated Promissory Note (this
“Note”). This Note is being issued in connection with (a) the Agreement and Plan of Merger
of even date herewith (the “Merger Agreement”) by and among the Company, Holder and
NationsHealth Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Holder
(“Merger Sub”), which provides for the merger of Merger Sub with and into the Company (the
“Merger”), and (b) the Bridge Loan and Security Agreement between Holder and Borrower of
even date herewith (the “Bridge Loan Agreement”). Capitalized terms not otherwise defined
in this Note shall have the meaning set forth in the Merger Agreement and the Bridge Loan
Agreement, as applicable.



 









 





     1. Interest Rate.



          (a) Subject to paragraph (b) below, the outstanding principal balance of this Note shall bear
interest at a rate equal to ten percent (10%) per annum, simple interest.



          (b) In the event that the Merger Agreement is terminated other than pursuant to Section
7.1(c)(i) or Section 7.1(d)(i) of the Merger Agreement, on the last day of each ninety (90) day
period from the date of such termination, the interest rate set forth in Section 1(a) shall
be increased by two percent (2%), per annum, but in no event shall the interest rate exceed
eighteen percent (18%) per annum, simple interest.



          (c) The interest on the Bridge Loan shall be calculated on the basis of the actual number of
days elapsed and a year of 365 days.



     2. Payment Terms. Subject to Sections 4, 5 and 6, the Note shall be paid as
follows:



          (a) Commencing on the first day of the first calendar month following the Closing Date (as
defined in the Bridge Loan Agreement) and continuing until such time as the principal amount
hereunder, together with all accrued interest, premiums and penalties, if any, have been paid to
Holder, interest on the outstanding principal balance of the Bridge Loan shall be paid monthly in
arrears on the first day of each calendar month. Whenever any payment hereunder shall be stated to
be due or shall become due and payable on a day other than a Business Day, the due date thereof
shall be extended to, and such payment shall be made on, the next succeeding Business Day, and such
extension of time in such case shall be included in the computation of payment of any interest (at
the interest rate then in effect during such extension) and/or fees, as the case may be.



          (b) Subject to paragraphs (c) and (d) below, the outstanding principal balance of this Note,
together with the balance of any unpaid and accrued interest, shall be due and payable on the
earlier to occur of (i) the date that is six (6) months from the date hereof (the “Maturity
Date”) or (ii) in the event that the Merger Agreement is terminated pursuant to Section
7.1(d)(iii) thereof, the date of such termination.



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          (c) In the event that the Merger Agreement is terminated pursuant to Section 7.1(a), Section
7.1(b)(i), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 7.1(c)(i) (and such breach triggering
such termination shall not have been willful), Section 7.1(c)(iii) (and such breach triggering such
termination shall not have been willful), Section 7.1(c)(iv), Section 7.1(d)(i) (and such breach
triggering such termination shall not have been willful) or Section 7.1(d)(ii) thereof (and such
breach triggering such termination shall not have been willful), the outstanding obligations under
this Note shall be paid on or before the Maturity Date in accordance with the terms hereof. During
the thirty (30) day period after the Maturity Date and in the event all of the outstanding
obligations owed by Borrower to Holder under this Note and any of the other Bridge Loan Documents
have not been paid in full (the “Thirty Day Post-Maturity Period”), Borrower and/or any of
MHR Capital Partners Master Account, LP, MHR Capital Partners (100) LP, OTQ, LLC, and Mark H.
Rachesky M.D., or their respective affiliates, successors and transferees (collectively,
“MHR”) (pursuant to an agreement between Borrower and MHR) shall have the right to pay or
purchase all, but not less than all, of such obligations in accordance with the terms
and conditions of this Note and the other Bridge Loan Documents. In the event that all of the
outstanding obligations owed by Borrower to Holder under this Note and the other Bridge Loan
Documents have not been paid or purchased in full before the expiration of the Thirty Day
Post-Maturity Period, then, for the one hundred eighty (180) day period thereafter (the
“Holder’s Post-Maturity Election Period”), Holder shall have the option, in its sole and
absolute discretion, to either (i) consummate the Senior Indebtedness Purchase (as defined in the
Merger Agreement) or (ii) convert the outstanding obligations under this Note (the “Voluntary
Conversion Amount”) into shares of the Company’s Series A-1 Convertible Preferred Stock, par
value $.01 per share, with the rights, preferences and privileges set forth in the Certificate of
Designation attached as Exhibit C of the Bridge Loan Agreement (the “Series A-1 Preferred
Stock”) at a conversion price equal to $0.05 per share (the “Voluntary Conversion
Price”), which conversion price shall be subject to the full anti-dilution rights of the Series
A-1 Preferred Stock set forth in Section 4(h) of the Certificate of Designation attached as Exhibit
C to the Bridge Loan Agreement, such that the conversion ratio of such Series A-1 Preferred Stock
will adjust so that the shares of common stock, par value $0.0001 per share, of the Company (the
“Common Stock”) issued upon conversion of such Series A-1 Preferred Stock will be equal to
60.2% of the Fully Diluted Common Stock on the Date of Conversion (the “Voluntary Bridge Loan
Conversion”); provided, however, that in the event the Merger Agreement is
terminated pursuant to Section 7.1(c)(iv), or Section 7.1(d)(i) (and such breach triggering such
termination shall not have been willful), or Section 7.1(d)(ii) thereof (and such breach triggering
such termination shall not have been willful), Holder’s option and ability to exercise the
Voluntary Bridge Loan Conversion shall be immediately terminated pursuant to the Preferred Stock
Investment Documents. The term “Fully Diluted Common Stock on the Date of Conversion”
shall mean the number of issued and outstanding shares of Common Stock on the date of the Voluntary
Bridge Loan Conversion, plus the number of shares of Common Stock issuable upon conversion of all
shares of preferred stock of the Company that are outstanding on the date of the Voluntary Bridge
Loan Conversion, plus the number of shares of Common Stock that can be purchased upon exercise of
stock options that are outstanding on the date of the Voluntary Bridge Loan Conversion, plus the
number of shares of Common Stock that can be purchased upon exercise of all warrants that are
outstanding on the date of the Voluntary Bridge Loan Conversion (including the MHR Warrants, as
defined in the Merger Agreement), but excluding all shares of Common Stock that may be issued upon
conversion of any debt or promissory notes of the Company that is or are outstanding on the date of
the Voluntary Bridge Loan Conversion. For clarification purposes only, Holder shall have the right
to elect only one of the Senior Indebtedness Purchase or the Voluntary Bridge Loan Conversion, but
in no event both the Senior Indebtedness Purchase and the Voluntary Bridge Loan Conversion. In the
event that Holder does not consummate the Senior Indebtedness Purchase or exercise the Voluntary
Bridge Loan Conversion during the Holder’s Post-Maturity Election Period, all of Holder’s rights
with respect to the Senior Indebtedness Purchase and the Voluntary Bridge Loan Conversion shall
immediately terminate and Holder shall have the right to exercise any and all of its rights and
remedies under this Note and the other Bridge Loan Documents (subject to terms and conditions set
forth in the Merger Agreement and/or any agreement, document or instrument between the Senior
Lender, Holder, and/or MHR, as the case may be). In the event Holder (i) breaches Section
5.16(a) or Section 5.16(b) of the Merger Agreement, or (ii) consummates a Bridge Loan
Indebtedness Transfer (as defined below) (other than to MHR) following the Thirty Day Post-Maturity
Period, the right to exercise the Voluntary Bridge Loan Conversion shall be immediately terminated
pursuant to the Preferred Stock
Investment Documents. Holder shall have the right to enforce, if applicable, any agreements,
documents or instruments between the Company and the Senior Lender that were acquired in connection
with the Senior Lender Indebtedness Purchase at any time (subject to terms and conditions set forth
in the Merger Agreement and/or any agreements, documents or instrument between the Senior Lender,
Holder, and/or MHR, as the case may be).



3









 





          (d) In the event that the Merger Agreement is terminated pursuant to (i) Section 7.1(c)(i) or
Section 7.1(c)(iii) thereof, and the Company’s breach triggering such termination shall have been
willful or (ii) Section 7.1(b)(iii), or Section 7.1(c)(ii) thereof, the outstanding obligations
under this Note shall be paid on or before the Maturity Date in accordance with the terms hereof.
During the thirty (30) day period after such termination and in the event all of the outstanding
obligations owed by Borrower to Holder under this Note and any of the other Bridge Loan Documents
have not been paid in full (the “Thirty Day Post-Termination Period”), Borrower and/or MHR
(pursuant to an agreement between Borrower and MHR) shall have the right to pay or purchase all,
but not less than all, of such obligations in accordance with the terms and conditions of this Note
and the other Bridge Loan Documents. In the event that all of the outstanding obligations owed by
Borrower to Holder under this Note and the other Bridge Loan Documents have not been paid or
purchased in full prior to expiration of the Thirty Day Post-Termination Period, then, for the one
hundred eighty (180) day period thereafter (the “Holder’s Post-Termination Election
Period”), Holder shall have the option, in its sole and absolute discretion, to either (i)
consummate the Senior Indebtedness Purchase or (ii) exercise the Voluntary Bridge Loan Conversion.
For clarification purposes only, Holder shall have the right to elect only one of the Senior
Indebtedness Purchase or the Voluntary Bridge Loan Conversion, but in no event both the Senior
Indebtedness Purchase and the Voluntary Bridge Loan Conversion. In the event that Holder does not
consummate the Senior Indebtedness Purchase or exercise the Voluntary Bridge Loan Conversion during
the Holder’s Post-Termination Election Period, all of Holder’s rights with respect to the Senior
Indebtedness Purchase and the Voluntary Bridge Loan Conversion shall immediately terminate and
Holder shall have the right to exercise any and all of its rights and remedies under this Note and
the other Bridge Loan Documents (subject to terms and conditions set forth in the Merger Agreement
and/or any agreement, document or instrument between the Senior Lender, Holder, and/or MHR, as the
case may be). In the event Holder (i) breaches Section 5.16(a) or Section 5.16(b) of the Merger
Agreement, or (ii) consummates a Bridge Loan Indebtedness Transfer (other than to MHR) following
the Thirty Day Post-Termination Period, the right to exercise the Voluntary Bridge Loan Conversion
shall be immediately terminated pursuant to the Preferred Stock Investment Documents. Holder shall
have the right to enforce, if applicable, any agreements, documents or instruments between the
Company and the Senior Lender that were acquired in connection with the Senior Lender Indebtedness
Purchase at any time (subject to terms and conditions set forth in the Merger Agreement and/or any
agreement, document or instrument between the Senior Lender, Holder, and/or MHR, as the case may
be).



          (e) In the event that the Merger Agreement is terminated other than pursuant to Section
7.1(d)(iii) thereof and there is a dispute or any action, suit or proceeding between the Company,
on the one hand, and Holder, Merger Sub and/or Guarantor, on the other hand (a “Company Parent
Dispute”), Holder’s option and ability to convert any outstanding obligations under this Note
into shares of the Series A Preferred Stock shall be suspended until, and the payment of any
outstanding obligations under this Note shall be extended by, thirty (30) days
after such Company Parent Dispute has been settled or resolved pursuant to a settlement
agreement or determined by a final non-appealable order from a court of competent jurisdiction;
provided, however, that no such extension shall extend
beyond the Maturity Date.



4









 





          (f) Any voluntary conversion of this Note pursuant to this Section 2 shall be
completed in accordance with the terms of Section 6(b).



          (g) All payments to be made under this Section 2 shall be made (i) in lawful money of
the United States of America and (ii) by wire transfer of immediately available funds to an account
designated by Holder or by mail to the principal office of Holder located at One North Clematis,
Suite 300, West Palm Beach, Florida 33401, or at such other place in the United States as Holder
shall designate to Borrower in writing.



          (h) Notwithstanding anything to the contrary in this Note, the Bridge Loan Agreement, or the
other Bridge Loan Documents, except for payment of the obligations owed by Borrower to Holder under
this Note upon termination of the Merger Agreement pursuant to Section 7.1(d)(iii) thereof, (i)
prior to the Maturity Date, no portion of the obligations owed by Borrower to Holder under this
Note may be paid at any time, except for interest payments in accordance with Section 2(a)
above, without the written consent of Holder, which consent may be withheld in Holder’s sole and
absolute discretion, (ii) on or after the Maturity Date and prior to the end of the Thirty Day
Post-Maturity Period or the Thirty Day Post-Termination Period, as applicable, no portion of the
obligations owed by Borrower to Holder under this Note may be paid at any time, except for interest
payments in accordance with Section 2(a) above, unless such payment is equal to the full
amount of all the outstanding obligations owed by Borrower to Holder under this Note and any of the
other Bridge Loan Documents (including, without limitation, the entire principal balance plus all
accrued and unpaid interest due under this Note), and (iii) at any time after the end of the Thirty
Day Post-Maturity Period or the Thirty Day Post-Termination Period, as applicable, no portion of
the obligations owed by Borrower to Holder under this Note may be paid at any time, except for
interest payments in accordance with Section 2(a) above, (A) without the written consent of
Holder, which consent may be withheld in Holder’s sole and absolute discretion and (B) unless such
payment is equal to the full amount of all the outstanding obligations owed by Borrower to Holder
under this Note and any of the other Bridge Loan Documents (including, without limitation, the
entire principal balance plus all accrued and unpaid interest due under this Note).



     3. Security. The amounts due under this Note are secured by the Bridge Loan
Agreement.



5









 





     4. Forgiveness of Principal. In the event that the Merger Agreement is terminated
pursuant to Section 7.1(d)(i) or Section 7.1(d)(ii) thereof, and Holder’s or Merger Sub’s breach
triggering such termination shall have been willful, any and all outstanding obligations under this
Note, the Bridge Loan Agreement and the other Bridge Loan Documents owed by Borrower shall
immediately be forgiven, and any lien or security interest granted by Borrower to Holder shall be
deemed released (without any further action of Holder), and Borrower shall have no further
obligations under this Note, the Bridge Loan Agreement and the other Bridge Loan Documents;
provided however that in the event of a Company Parent Dispute, no such
forgiveness of the Obligations under the Note and the other Bridge Loan Documents, and no lien
or security interest granted by Borrower to Holder shall be released, until such Company Parent
Dispute has been settled or resolved pursuant to a settlement agreement among the parties thereto
or determined by a final non-appealable order from a court of competent jurisdiction. Promptly
after the date of such termination (or receipt of such final non-appealable order or the final
settlement or resolution of a Company Parent Dispute, if any), Holder shall return the original of
the Note to Borrower marked with a cancellation legend, and, at the cost of Holder, Holder shall
provide all documents and termination statements necessary or desirable to evidence the release of
all liens and security interests granted to Holder under the Bridge Loan Documents.



     5. Subordination; Rank. This Note shall be subordinate in right of payment to all of
the Indebtedness owed to the Senior Lender upon the terms and conditions set forth in the Senior
Subordination Agreement. All payments due under this Note shall be senior to the Indebtedness of
Borrower owed to MHR upon the terms and conditions set forth in the Bridge Loan Subordination
Agreement.



     6. Conversion of Note.



          (a) Mandatory Conversion; Mechanics of Mandatory Conversion. If the Merger is
consummated, at the Effective Time (as defined in the Merger Agreement), the then-outstanding
principal amount under this Note (the “Mandatory Conversion Amount”) shall automatically be
converted into the Company’s Series A Convertible Preferred Stock, par value $.01 per share, with
the rights, preferences and privileges set forth in the Company’s Third Amended and Restated
Certificate of Incorporation, as filed and in effect immediately prior to the Effective Time (the
“Series A Preferred Stock”), at a price equal to $0.12 per share (the “Mandatory
Conversion Price”). Holder shall promptly return the original of this Note to Borrower for
cancellation in exchange for a stock certificate representing the number of shares of Series A
Preferred Stock determined by dividing the Mandatory Conversion Amount by the Mandatory Conversion
Price. Such conversion shall be deemed to have been made at the Effective Time, and Holder shall
be treated for all purposes as the record holder of such shares as of such date. Borrower shall
pay to Holder, in immediately available funds, all unpaid and accrued interest under this Note as
of the Effective Time, and at such time any lien or security interest granted by Borrower shall be
deemed released (without any further action of Holder), and, at the cost of Holder, Holder shall
provide all documents and termination statements necessary or desirable to evidence the release of
all liens and security interests granted to Holder under the Bridge Loan Documents.



          (b) Mechanics of Voluntary Conversion. If Holder desires to exercise its right to
voluntarily convert the outstanding obligations under this Note in accordance with the terms of
Section 2, Holder shall promptly return the original of this Note to Borrower for
cancellation in exchange for a stock certificate representing the number of shares of Series A
Preferred Stock determined by dividing the Voluntary Conversion Amount by the Voluntary Conversion
Price. In connection with any voluntary conversion, Holder shall: (i) deliver to Borrower written
notice of its desire to convert the Voluntary Conversion Amount into Series A Preferred Stock (a
“Conversion Notice”), specifying the Voluntary Conversion Amount, the Voluntary Conversion
Price, and the amount of Series A Preferred Stock resulting from such voluntary conversion, (ii)
surrender this Note to Borrower at its principal executive office, and (iii) release any lien
or security interest granted by the Company or any of its Affiliates, and, at the cost of Holder,
Holder shall provide all documents and terminations statements necessary or desirable to evidence
the release of all liens and security interests granted to Holder under the Bridge Loan Documents.
On or before the fifth (5th) Business Day following the date of receipt of a Conversion Notice,
together with any necessary documents and terminations of statements pursuant to clause (iii)
above, Borrower shall issue and deliver, or cause its transfer agent to issue and deliver, to the
address as specified in the Conversion Notice, a certificate, registered in the name of Holder or
its designee, for the number of shares of Series A Preferred Stock to which Holder shall be
entitled to receive under this Section 6(b). Such conversion shall be deemed to have been
made on the date the applicable Conversion Notice and the original of this Note are received by
Borrower, and Holder shall be treated for all purposes as the record holder of such shares as of
such date.



6









 





          (c) Reservation of Shares Upon Conversion. Borrower shall reserve and shall at all
times have reserved out of its authorized but unissued shares a sufficient number of shares to
permit the conversion of the amounts under this Note. All shares that may be issued upon
conversion of this Note, shall be validly issued, fully paid and nonassessable.



          (d) Issuance of Fractional Shares. Borrower shall not issue any fraction of a share of
capital stock upon any conversion. If the issuance would result in the issuance of a fraction of a
share of capital stock, Borrower shall round such fraction of a share of capital stock up to the
nearest whole share.



     7. Charges, Taxes and Expenses. Issuance of this Note shall be made without charge to
Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such
Note, all of which taxes and expenses shall be paid by Borrower, and this Note shall be issued in
the name of Holder.



     8. Default. Upon the occurrence and continuance of an Event of Default (as defined in
the Bridge Loan Agreement), all unpaid principal, accrued interest and other amounts owing under
this Note shall, at the option of, and only upon written notice provided to Borrower by Holder, be
immediately due, payable and collectible by Holder pursuant to applicable law without presentment,
demand, protest, notice of any kind or notice of dishonor, all of which are hereby expressly
waived. If an Event of Default occurs and is continuing, Holder may pursue any available remedy by
proceeding at law or in equity to collect the payment of amounts due on this Note or to enforce the
performance of any provision of this Note. A delay or omission by Holder in exercising any right
or remedy accruing upon an Event of Default that is continuing shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. A waiver on any one occasion
shall not be construed as a bar to or waiver of any such right or remedy on any future occasion.
No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent
permitted by law.



     9. Registered Note. This Note is a registered Note and, as provided in the Bridge
Loan Agreement, upon surrender of this Note for registration of transfer, accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such holder’s
attorney duly authorized in writing, a new Note for a like principal amount will be issued to,
and registered in the name of, the transferee. Prior to due presentment for registration of
transfer, the Borrower may treat the person in whose name this Note is registered as the owner
hereof for the purpose of receiving payment and for all other purposes, and the Borrower will not
be affected by any notice to the contrary. In accordance with the Bridge Loan Agreement, upon
receipt by Borrower of evidence reasonably satisfactory to it of the ownership of and the loss,
theft, destruction or mutilation of the Note and of indemnity or security reasonably satisfactory
to it, upon surrender and cancellation thereof, the Borrower at its own expense shall execute and
deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest
shall have been paid on such lost, stolen, destroyed or mutilated Note.



7









 





     10. Miscellaneous.



          (a) Governing Law. This Note shall constitute a contract under the laws of the State
of Delaware and for all purposes shall be construed in accordance with and governed by the laws of
said state, excluding its conflicts of law principles.



          (b) Assignment. Neither Holder nor any of its Affiliates shall sell, transfer, assign
or allow any participation in any of the outstanding obligations owed by the Company to Holder
pursuant to this Note to any Person (the “Bridge Loan Indebtedness Transfer”) before the
expiration of the Thirty Day Post-Maturity Period or the Thirty Day Post-Termination Period, as the
case may be, (other than to Borrower and/or MHR (pursuant to an agreement between Borrower and MHR)
or any of Holder’s Affiliates). Following the Thirty Day Post-Maturity Period or the Thirty Day
Post-Termination Period, as the case may be, Holder may consummate a Bridge Loan Indebtedness
Transfer without restriction subject to the terms and conditions of this Note. In addition,
concurrently with the Company’s acceptance of a Superior Proposal (as defined in the Merger
Agreement), at the request of the Company, Holder shall assign all of its rights, interests and
obligations under this Note to the party providing the Superior Proposal or its designee (as
directed by the Company) in consideration for the payment of all amounts required to be paid to
Holder under the Merger Agreement in connection with the Company’s acceptance of a Superior
Proposal. Notwithstanding anything to the contrary in this Note, the Bridge Loan Agreement or the
other Bridge Loan Documents, (i) Holder may sell and/or assign a portion of its rights and
interests in and to, as well as any obligations associated with, this Note, the Bridge Loan
Agreement, and the other Bridge Loan Documents to Mark Lama; provided that the aggregate principal
amount of the rights and interests sold or assigned shall not exceed $200,000 and (ii) Holder may
repurchase from Mark Lama all or any portion of his rights and interests in and to, as well as any
obligations associated with, this Note, the Bridge Loan Agreement, or the other Bridge Loan
Documents, in accordance with the terms of that certain Agreement for Purchase of Rights Under
Bridge Note, dated as of the date hereof, by and between Holder and Mark Lama.



          (c) Notices. All notices, requests and other communications to any party hereunder
shall be in writing and shall be deemed given if delivered personally, sent by facsimiled (which is
confirmed by an acknowledgement or transmission report generated by the machine from which the
facsimile was sent indicating that the facsimile was sent in its entirety to the addressee’s
facsimile number) or sent by overnight courier (providing proof of delivery) to the parties at the
following addresses:



8









 






			
		 	If to Holder, to:


ComVest Investment Partners III, L.P.

One North Clematis

Suite 300

West Palm Beach, Florida 33401

Attention: Cecilio Rodriguez

Facsimile: (561) 671-3225


with a copy (which shall not constitute notice) to:


Foley & Lardner LLP

100 North Tampa Street

Suite 2700

Tampa, FL 33602

Attention: Steven W. Vazquez

Facsimile: (813) 221-4217


If to Borrower, to:


NationsHealth, Inc.

13630 NW 8th Street

Suite 210

Sunrise, Florida 33325

Attention: Chief Executive Officer

Facsimile: (954) 903-5005


with a copy (which shall not constitute notice) to:


McDermott Will & Emery LLP

201 South Biscayne Boulevard

22nd Floor

Miami, Florida 33131

Phone: 305.358.3500

Fax: 305.347.6500

Attention: Ira J. Coleman, Esq.

               Frederic L. Levenson, Esq.

               Harris Siskind, Esq.


and


McDermott Will & Emery LLP

227 West Monroe Street

Chicago, Illinois 60606

Phone: 312.372.2000

Fax: 312.984.7700

Attention: Michael L. Boykins, Esq.





9









 








               or such other address or facsimile number as such party may hereafter specify by like notice
to the other parties hereto. All such notices, requests and other communications shall be deemed
received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the place
of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice,
request or communication shall be deemed not to have been received until the next succeeding
Business Day in the place of receipt. In the event that an addressee of a notice or communication
rejects or otherwise refuses to accept a notice or other communication delivered or sent in
accordance with this Section, or if the notice or other communication cannot be delivered because
of a change in address for which no notice was given, then such notice or other communication is
deemed to have been received upon such rejection, refusal or inability to deliver.



          (d) Enforcement. Borrower shall pay all reasonable fees and expenses, including
reasonable attorney’s fees, incurred by Holder in the enforcement in any of Borrower’s obligations
hereunder not performed when due.



          (e) Interest Savings Clause. If any interest payment (or other payment which is
deemed by law to be interest) due hereunder is determined to be in excess of the then legal maximum
rate, then that portion of each interest payment representing an amount in excess of the then legal
maximum rate shall instead be deemed a payment of principal and applied against the principal
amount of this Note.



          (f) Amendment or Waiver. This Note may be amended or a provision thereof waived only
in a writing signed by Borrower and Holder.



[remainder of page intentionally left blank]




10









 





     IN WITNESS WHEREOF, Borrower. has caused this 10% Secured Convertible Subordinated Promissory
Note to be executed by its officer thereunto duly authorized.



	 	 	 	 	 
	 	BORROWER:


NATIONSHEALTH, INC.

 	 
	 	By:  	/s/
Glenn Parker
 	 
	 	 	Name:  	Glenn Parker 	 
	 	 	Title:  	CEO 	 
	 
	 	UNITED STATES PHARMACEUTICAL
GROUP, L.L.C. d/b/a NATIONSHEALTH

 	 
	 	By:  	/s/ Glenn Parker
 	 
	 	 	Name:  	Glenn Parker 	 
	 	 	Title:  	CEO 	 
	 
	 	NATIONSHEALTH HOLDINGS, L.L.C.

 	 
	 	By:  	/s/ Glenn Parker
 	 
	 	 	Name:  	Glenn Parker 	 
	 	 	Title:  	CEO 	 
	 
	 	DIABETES CARE & EDUCATION, INC.

 	 
	 	By:  	/s/ Glenn Parker
 	 
	 	 	Name:  	Glenn Parker 	 
	 	 	Title:  	CEO 	 
	 
	 	NATIONAL PHARMACEUTICALS AND MEDICAL PRODUCTS, L.L.C.

 	 
	 	By:  	/s/ Glenn Parker
 	 
	 	 	Name:  	Glenn Parker 	 
	 	 	Title:  	CEO 	 
	 



 




 




[Borrower Signature Page to Convertible Note]




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COUNTERPART SIGNATURE PAGE

TO 10% SECURED CONVERTIBLE SUBORDINATED PROMISSORY NOTE




	 	 	 	 	 
	 	ACKNOWLEDGED AND AGREED TO:





HOLDER:





COMVEST NATIONSHEALTH HOLDINGS, LLC

 	 
	 	By:  	/s/
Jose Gordo
 	 
	 	 	Name:  	Jose Gordo 	 
	 	 	Title:  	President 	 
	 




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