EX-4.27






Exhibit
4.27




EXCHANGE AND ROLLOVER AGREEMENT




     This Exchange and Rollover 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 Acquisition Corp., a Delaware corporation and a wholly owned
Subsidiary of Parent (“Merger Sub”), NationsHealth, Inc., a Delaware corporation (the
“Company”), and the undersigned stockholders (each a “Stockholder” and
collectively, the “Stockholders”) of the Company. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).



RECITALS




     WHEREAS, concurrently with the execution of this Agreement, Parent, Merger Sub, and the
Company have entered into that certain Agreement and Plan of Merger (the “Merger
Agreement”);



     WHEREAS, pursuant to the Merger Agreement, Merger Sub will merge with and into the Company
(the “Merger”) and the separate corporate existence of Merger Sub shall thereupon cease,
and the Company shall be the surviving corporation in the Merger (the “Surviving
Corporation”);



     WHEREAS, immediately prior to the Effective Time, each Stockholder desires to contribute all
issued and outstanding shares of Company Common Stock and Company Restricted Stock owned,
beneficially and of record, by such Stockholder (the “Rollover Shares”) in exchange for the
same number of shares of the Merger Sub Non-Voting Common Stock at a price per share equal to $0.12
(the “Exchange”) in accordance with the terms of this Agreement;



     WHEREAS, the Stockholders, Merger Sub and Parent intend that the Exchange be treated for
United States federal income tax purposes as a tax-free exchange of the Rollover Shares for the
Merger Sub Non-Voting Common Stock under the Internal Revenue Code of 1986, as amended (the
“Code”);



     WHEREAS, on the date hereof, each of the Company, Parent, and the Stockholders shall have
entered into the Preferred Stock Investment Documents, as applicable, each of which shall be
effective as of the Closing Date and in which the rights, preferences, privileges and restrictions
of the Preferred Stock issued upon conversion of the Bridge Loan and in connection with the
Preferred Stock Investment and the Preferred Stock Investment Option (if exercised), and the
Surviving Corporation Common Stock issued in connection with the Rollover (as defined below) shall
be set forth in the Preferred Stock Investment Documents.



     WHEREAS, at the Closing and before the Effective Time, (a) the outstanding principal amount
under the Bridge Loan shall be converted into shares of Preferred Stock at a price per share equal
to $0.12, (b) any remaining accrued and unpaid interest on the Bridge Loan shall be paid in cash by
the Company to Parent, and (c) Parent shall make the Preferred Stock Investment pursuant to which
Parent shall purchase and the Company shall sell shares of Preferred Stock at a price per share
equal to $0.12; and



 









 





     WHEREAS, in connection with the Merger and at the Effective Time, (a) each share of issued and
outstanding Company Common Stock, including shares of Company Restricted Stock (other than shares
to be canceled in accordance with Section 2.1(c) of the Merger Agreement, the Dissenting Shares,
and the shares of Preferred Stock issued at or immediately prior to the Effective Time in
connection with the Preferred Stock Investment and the Preferred Stock Investment Option (if
exercised)) shall be converted into the right to receive from the Surviving Corporation a cash
amount equal to $0.12 per share(the “Conversion”), (b) each share of Merger Sub Non-Voting
Common Stock owned, beneficially or of record, by each of the Stockholders shall be converted into
and become one share of Surviving Corporation Common Stock in accordance with the terms and
conditions of Section 2.1(a) of the Merger Agreement and Section 1.2(a) of this Agreement,
and (c) each share of Merger Sub Voting Common Stock owned, beneficially or of record, by Parent
shall be converted into and become one share of Surviving Corporation Common Stock in accordance
with the terms and conditions of Section 2.1(a) of the Merger Agreement and Section 1.2(a)
of this Agreement (collectively, clause (b) and (c) shall be referred to as the
“Rollover”).



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto do hereby mutually covenant and agree as follows:



ARTICLE 1

EXCHANGE AND ROLLOVER




     1.1 The Exchange.



          (a) Immediately prior to the Effective Time and in connection with the Exchange, each
Stockholder shall assign, contribute and transfer to Merger Sub and the Merger Sub shall accept all
of the Rollover Shares set forth opposite such Stockholder’s name on Schedule 1.1(a)
attached hereto free and clear of any mortgage, lien, pledge, charge, claim, security interest,
agreement, and encumbrance whatsoever (any of the foregoing, an “Encumbrance”).



          (b) In connection with each Stockholder’s contribution of its Rollover Shares to Merger Sub,
Merger Sub shall issue to such Stockholder the number of shares of Merger Sub Non-Voting Common
Stock set forth opposite such Stockholder’s name on Schedule 1.1(b) attached hereto free
and clear of any Encumbrance



          (c) At the Effective Time, all of the Rollover Shares held by Parent or Merger Sub after the
Exchange shall be cancelled in accordance with Section 2.1(c) of the Merger Agreement and, when so
cancelled, shall no longer be issued and outstanding and shall automatically cease to exist, and
each Stockholder holding a certificate representing any such Rollover Shares shall not have any
rights with respect thereto, except the right to receive the shares of Merger Sub Non-Voting Common
Stock as set forth in Section 1.1(b).



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     1.2 The Rollover.



          (a) At the Effective Time and in connection with the Rollover, (i) each share of Merger Sub
Non-Voting Common Stock set forth opposite each Stockholder’s name on Schedule 1.1(b)
attached hereto and held by such Stockholder and each share of Merger Sub Voting Common Stock set
forth opposite Parent’s name on Schedule 1.2(a) attached hereto, and (ii) held by Parent
shall be converted into the number of shares of Surviving Corporation Common Stock set forth
opposite such Person’s name on Schedule 1.2(b) attached hereto free and clear of any
Encumbrance.



          (b) As of the Effective Time, all such shares of Merger Sub capital stock held by Parent
and/or any Stockholder after the Rollover shall be cancelled in accordance with Section 2.1(a) of
the Merger Agreement, when so cancelled, shall no longer be issued and outstanding and shall
automatically cease to exist, and each holder of a certificate representing any such shares of
Merger Sub capital stock shall not to have any rights with respect thereto, except the right to
receive shares of the Surviving Corporation Common Stock as set forth in Section 1.2(a).



          (c) All certificates representing Surviving Corporation Common Stock issued pursuant to
Section 1.2(a) shall be endorsed with the following legend:



THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
STATE SECURITIES LAWS AND CANNOT BE OFFERED, SOLD, OR TRANSFERRED IN THE
ABSENCE OF REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS AND REGULATIONS PROMULGATED
THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR
SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE
SECURITIES ACT. THE SHARES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR
ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE
PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION
OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.



THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
A STATEMENT OF THE PROVISIONS AND THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF
STOCK OR SERIES THEREOF AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE
COMPANY.
THESE SHARES SHALL NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THAT CERTAIN
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND AMONG THE COMPANY AND
CERTAIN OF ITS STOCKHOLDERS.



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ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB




     Parent and Merger Sub, jointly and severally, represent and warrant to the Company and the
Stockholders as of the date hereof and as of the Closing Date:



     2.1 Organization and Standing; Authority; Noncontravention.



          (a) Parent is a limited liability company, duly formed, validly existing and in good standing
under the laws of the State of Delaware. Merger Sub is a corporation, duly incorporated, validly
existing and in good standing under the laws of the State of Delaware.



          (b) Each of Parent and Merger Sub has all necessary corporate or limited liability company
power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
The execution, delivery and performance by each of Parent and Merger Sub of this Agreement, and
the consummation by it of the transactions contemplated herein, have been duly authorized and
approved by its Board of Directors or board of managers and stockholders or equity holders and, no
other corporate action on the part of Parent and Merger Sub or the equity holders thereof is
necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this
Agreement and the consummation by it of transactions contemplated herein. This Agreement has been
duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and
delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of
each of Parent and Merger Sub, enforceable against each of them in accordance with its terms,
except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other similar laws of general application affecting or relating to
the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity,
whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity
Exception”).



          (c) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor
compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (i) conflict
with or violate any material provision of the organizational or governing documents of Parent or
Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section
4.3 of the Merger Agreement have been received and the waiting periods referred to therein have
expired, and any condition to the effectiveness of such consent, approval, authorization, or waiver
has been satisfied and the filings referred to in Section 4.3 of the Merger Agreement are made, (A)
violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or
Merger Sub or any of their respective properties or assets, or (B) violate, conflict with, result
in the loss of any benefit under, constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under,
result in the termination of or a right of termination or cancellation under, accelerate the
performance required by, or result in the creation of any Lien, other than any Permitted Liens,
upon any of the respective properties or assets of, Parent or Merger Sub under, any of the terms,
conditions or provisions of any Contract to which Parent or Merger Sub is a party, or by which they
or any of their respective properties or assets may be bound or affected, other than, in each case,
any such violation, conflict, default, termination, cancellation, acceleration or Lien that would
not have, individually or in the aggregate, a Parent Material Adverse Effect and no other
authorizations, consents, approvals or waivers are required other than those referred to in Section
4.3 of the Merger Agreement.



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     2.2 Title to Merger Sub Non-Voting Common Stock. Upon each Stockholder’s contribution
of the Rollover Shares to Merger Sub pursuant to the Exchange, (a) the Merger Sub Non-Voting
Common Stock issued in exchange thereof shall be duly authorized, validly issued and
outstanding, fully paid and nonassessable, and free of any preemptive rights, rights of first
refusal or similar rights, and (b) such Stockholder will acquire good, valid, and marketable title
thereto, free and clear of any Encumbrance, other than those imposed by Law, contemplated by this
Agreement or the Merger Agreement or the transactions contemplated herein or therein, or that
result from any actions taken by such Stockholder.



     2.3 Capitalization. The authorized capital stock of Merger Sub consists of 20,000,000
shares of Merger Sub Non-Voting Common Stock, 1 share of Merger Sub Voting Common Stock, and no
shares of preferred stock. As of the date hereof and before the consummation of the Exchange,
there are no issued and outstanding shares of Merger Sub Non-Voting Common Stock, and one (1)
issued and outstanding share of Merger Sub Voting Common Stock, which is held by solely by Parent.
After the consummation of the Exchange and at the Effective Time, there will be 12,517,426 shares
of Merger Sub Non-Voting Common Stock and 1 share of Merger Sub Voting Common Stock outstanding on
a fully diluted basis issued to the persons set forth on Schedule 2.3 attached hereto. Other than
the shares of Merger Sub Voting Common Stock issued to Parent or Merger Sub Non-Voting Common Stock
to be issued in connection with the Exchange, no shares of Merger Sub Voting Common Stock and
Merger Sub Non-Voting Common Stock will be issued. The rights, preferences, privileges and
restrictions of the Merger Sub Voting Common Stock and Merger Sub Non-Voting Common Stock are as
stated in Merger Sub’s Certificate of Incorporation as filed with the Secretary of State of the
State of Delaware. All issued and outstanding shares of capital stock of Merger Sub have been duly
authorized, are validly issued and are fully paid and nonassessable and free of preemptive rights
or other restrictions, other than those imposed by Law, contemplated by this Agreement or the
Merger Agreement or the transactions contemplated herein or therein, or that result from any
actions taken by such Stockholder. Except for the obligations set forth in this Agreement, (a)
there are no outstanding options or other rights of any kind which obligate Merger Sub to issue or
deliver any shares of capital stock or voting securities of Merger Sub or any securities or
obligations convertible into or exercisable for any shares of capital stock or voting securities of
Merger Sub (the “Merger Sub Securities”), (b) there are no outstanding obligations of
Merger Sub to repurchase, redeem or otherwise acquire any Merger Sub Securities, and (c) there are
no other options, calls, warrants or other rights, agreements, arrangements or commitments of any
character relating to the issued or unissued capital stock of Merger Sub to which Merger Sub or
Parent is a party. There are no bonds, debentures, notes or other indebtedness or securities of
Merger Sub having a right to vote (or convertible into or exercisable for securities having
the right to vote) on any matters on which the holders of capital stock of Merger Sub may vote are
issued and outstanding. As of the date hereof and as of the Closing Date, the only obligations and
liabilities of Merger Sub are and will be those which arise in connection with this Agreement, the
Merger Agreement and the transactions contemplated herein and therein. Merger Sub is a
wholly-owned subsidiary of Parent, and no other person or entity owns any security (or any phantom
stock or the like) of Merger Sub and Merger Sub has no obligation to issue any security (or any
phantom stock or the like) to any person or entity.



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     2.4 Approvals. The execution, delivery and performance of this Agreement by Parent
and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated
herein, do not and will not require any consent, approval or other authorization of, or filing with
or notification to, any Governmental Authority, other than as set forth in the Merger Agreement.



     2.5 Legal Proceedings. There is no pending or, to the Knowledge of Parent,
threatened, material legal, administrative, arbitral or other proceeding, claim, suit or action
against, or governmental or regulatory investigation of, Parent or Merger Sub, nor is there any
injunction, order, judgment, ruling or decree imposed (or, to the Knowledge of Parent, threatened
to be imposed) upon Parent or Merger Sub or the assets of Parent or Merger Sub, by or before any
Governmental Authority, in each case, as has had or would reasonably be expected to have,
individually or in the aggregate, a Parent Material Adverse Effect.



     2.6 History and Operations of Parent and Merger Sub. Each of Parent and Merger Sub
was formed solely for the purpose of engaging in this Agreement and the other Transactions and the
consummation of the transactions contemplated hereby and thereby, and has not engaged and will not
have engaged on or prior to the Closing Date in any other business activities or operations or
otherwise incurred any liability other than as contemplated by this Agreement and the other
Transactions. Other than Merger Sub, Parent does not have any Subsidiaries. Merger Sub does not
have any Subsidiaries.



ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY




     The Company represents and warrants to Parent, Merger Sub, and the Stockholders as of the date
hereof and as of the Closing Date:



     3.1 Organization and Standing; Authority; Noncontravention.



          (a) The Company is a corporation, validly existing and in good standing under the laws of the
State of Delaware.



          (b) The Company has all necessary corporate power and authority to execute and deliver this
Agreement and, subject to obtaining the Company Stockholder Approval, to perform its obligations
hereunder. The execution, delivery and performance by the Company of this Agreement, and the
consummation by it of the transactions contemplated herein, have been duly authorized and approved
by its Board of Directors, and except for obtaining the Company
Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State
of the State of Delaware and the Third Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware, no other corporate action on the part of the Company
is necessary to authorize the execution, delivery and performance by the Company of this Agreement
and the consummation by it of transactions contemplated herein. This Agreement has been duly
executed and delivered by the Company and, assuming due authorization, execution and delivery
hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except that such
enforceability may be limited by Bankruptcy and Equity Exception.



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          (c) Except as specifically set forth in Section 3.3(c) of the Company Disclosure Schedule and
for any agreements entered into in connection with the Rollover Financing, the Preferred Stock
Investment and the Bridge Loan, neither the execution and delivery of this Agreement by the Company
nor compliance by the Company with any of the terms or provisions hereof, will (i) conflict with or
violate any material provision of the Company Charter Documents or (ii) assuming that the
authorizations, consents and approvals referred to in Section 3.4 of the Merger Agreement and the
Company Stockholder Approval are obtained and the filings referred to in Section 3.4 of the Merger
Agreement are made, (A) violate in any material respect any Law, judgment, writ or injunction of
any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their
respective properties or assets, or (B) violate, conflict with, result in the loss of any benefit
under, constitute a default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, result in the termination of or a right of termination or cancellation
under, accelerate the performance required by, or result in the creation of any Lien, other than
the Permitted Liens, upon any of the respective properties or assets of, the Company or any of its
Subsidiaries, in each case, in any material respect, under, any of the terms, conditions or
provisions of any Contract or Permit, to which the Company or any of its Subsidiaries is a party,
or by which they or any of their respective properties or assets may be bound or affected, other
than, in each case, any such violation, conflict, default, termination, cancellation, acceleration
or Lien that has not had and would not reasonably be expected to have, individually or in the
aggregate, a Company Material Adverse Effect.



     3.2 Title to Surviving Corporation Common Stock. Upon each Stockholder’s conversion
of the Merger Sub Non-Voting Common Stock issued to such Stockholder in connection with the
Exchange and Parent’s conversion of the Merger Sub Voting Common Stock into shares of the Surviving
Corporation Common Stock in connection with the Rollover, (a) the Surviving Corporation Common
Stock issued in exchange thereof shall be duly authorized, validly issued and outstanding, fully
paid and nonassessable, and (b) such Stockholder and Parent will acquire good, valid, and
marketable title thereto, free and clear of any Encumbrance, other than those imposed by Law,
contemplated by this Agreement, the Merger Agreement or the Preferred Stock Investment Documents or
the transactions contemplated herein or therein, or that result from any actions taken by such
Stockholder or Parent. Based in part, on the representations and warranties of the Stockholders
hereunder, the offer and the sale and issuance of the Surviving Corporation Common Stock in
connection with the Rollover are exempt from the registration and prospectus delivery requirements
of the Securities Act and the securities or blue sky laws in any applicable states.



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     3.3 Capitalization. Immediately after the Effective Time and the consummation of the
Conversion and the Rollover and the issuance of the Preferred Stock in connection with the
Preferred Stock Investment and assuming the Preferred Stock Investment Option is not exercised, and
upon conversion of the Bridge Loan into Preferred Stock, (a) the authorized capital stock of the
Surviving Corporation shall consist of 300,000,000 shares of Surviving Common Stock and 150,000,000
shares Preferred Stock and (b) 12,517,427 shares of Surviving Corporation Common Stock and
67,916,667 shares of Preferred Stock shall be outstanding and issued to the Persons set forth on
Schedule 3.3 attached hereto; provided, that the number of outstanding shares of
Surviving Corporation Common Stock and Preferred Stock may increase, based (x) upon and pursuant to
the exercise of the Preferred Stock Investment Option, so long as such investment is at a per share
price equivalent $0.12, and (y) any issuances pursuant to the Surviving Corporation’s 2009 Stock
Incentive Plan, which the Surviving Corporation has reserved up to 24,328,112 shares of Surviving
Corporation Common Stock, representing 20.9% of the Surviving Corporation’s issued and outstanding
capital stock on a fully diluted basis as of the Closing Date, which shall be maintained at 20.9%
in the event the Preferred Stock Investment Option is exercised. The rights, preferences,
privileges and restrictions of the Surviving Corporation Common Stock and Preferred Stock are as
stated in the Surviving Corporation’s Amended and Restated Certificate of Incorporation attached
hereto as Exhibit 3.3 as filed with the Secretary of State of the State of Delaware and in
effect immediately prior to the Effective Time, the Amended and Restated Bylaws, the other
Preferred Stock Investment Documents and applicable law. All issued and outstanding shares of
capital stock of the Surviving Corporation shall be duly authorized, are validly issued and are
fully paid and nonassessable.



     3.4 Governmental Approvals. The execution, delivery and performance of this Agreement
by the Company and the consummation by the Company of the transactions contemplated herein, do not
and will not require any consent, approval or other authorization of, or filing with or
notification to, any Governmental Authority, other than as set forth in the Merger Agreement.



     3.5 Legal Proceedings. Except as set forth in the Company SEC Documents or as set
forth in Section 3.7, Section 3.8 and/or Section 3.21 of the Company Disclosure Schedule of the
Merger Agreement, there is no pending or, to the Knowledge of the Company, threatened, legal,
administrative, arbitral or other proceeding, claim, suit or action against, or governmental or
regulatory investigation of, the Company or any of its Subsidiaries, nor is there any injunction,
order, judgment, ruling or decree imposed (or, to the Knowledge of the Company, threatened to be
imposed) upon the Company, any of its Subsidiaries or the assets of the Company or any of its
Subsidiaries, by or before any Governmental Authority, in each case, as has had or would reasonably
be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except
as set forth in Section 3.7 of the Company Disclosure Schedule, neither the Company nor any of its
Subsidiaries is subject to any settlement agreement or stipulation, in each case, as has had or
would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
Effect and there is no pending legal, administrative, arbitral, or other proceeding, claim, suit or
action that challenges, or that, if decided adversely to the Company would have the effect of
preventing, delaying, making illegal or otherwise interfering with, the Merger.



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ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS




     Except as set forth in any agreement among the Stockholders, including, but not limited to,
any stockholders agreements, proxies or other similar agreements, and, in the case of MHR, except
as set forth in Schedule 4 attached hereto, each Stockholder, severally, and not jointly
represents and warrants to the Company, Parent, and Merger Sub as of the date hereof and as of the
Closing Date:



     4.1 Authority; Noncontravention.



          (a) Such Stockholder is the sole (including any of such Stockholder’s Affiliates) owner of and
has full right, power and authority to sell the Rollover Shares owned, beneficially and of record,
by such Stockholder and will be the sole (including any of such Stockholder’s Affiliates) owner of
and have the full, right, power and authority to sell and vote the Merger Sub Non-Voting Common
Stock issued to such Stockholder in connection with the Exchange. Such Stockholder has full power
and authority to enter into this Agreement and the agreements contemplated hereby and to deliver
the Rollover Shares and the certificates evidencing such Rollover Shares to the Merger Sub as
provided for herein, free and clear of any Encumbrance, and the Merger Sub Non-Voting Common Stock
and the certificate evidencing such Merger Sub Non-Voting Common Stock as provided herein, free and
clear of any Encumbrance, in each case other than any Encumbrance imposed by Law, contemplated by
this Agreement or the Merger Agreement or the transactions contemplated herein or therein, or that
result from any actions taken by such Stockholder. This Agreement and all other agreements
contemplated hereby to be entered into by such Stockholder each constitutes a legal, valid and
binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its
terms, except that such enforceability may be limited by Bankruptcy and Equity Exception.



          (b) Neither the execution and delivery of this Agreement by such Stockholder nor compliance by
such Stockholder with any of the terms or provisions hereof, will conflict with, violate or cause a
breach of any Contract to which such Stockholder is a party or any judgment, order or decree to
which such Stockholder is subject, other than any breach that will not impair in any material
respect the ability of such Stockholder to consummate the transactions contemplated by the Merger
Agreement or hereby and comply with its obligations hereunder and thereunder.



     4.2 Title to Rollover Shares. Such Stockholder has good and valid title to all of its
Rollover Shares free and clear of any Encumbrance, and will have good and valid title to all of its
Merger Sub Non-Voting Common Stock issued in connection with the Exchange, in each case other than
those imposed by Law, contemplated by this Agreement or the Merger Agreement or the transactions
contemplated herein or therein, or that result from any actions taken by such Stockholder. Upon
the consummation of the Exchange, such Stockholder will contribute to Merger Sub and Merger Sub
shall receive good and valid title to all of the Rollover Shares free and clear of any Encumbrance,
other than those imposed by Law, contemplated by this Agreement or the Merger Agreement or the
transactions contemplated herein or therein, or that result from any actions taken by such
Stockholder. Upon the consummation of the Rollover, such Stockholder will contribute to the
Surviving Corporation and the Surviving Corporation
shall receive good and valid title to all of the Merger Sub Non-Voting Common Stock
issued to such Stockholder in the Exchange free and clear of any Encumbrance, other than those
imposed by Law, contemplated by this Agreement or the Merger Agreement or the transactions
contemplated herein or therein, or that result from any actions taken by such Stockholder. Other
than as set forth in the Voting Agreement or the Preferred Stock Investment Documents or the Bridge
Loan Documents or the First and Second Amended and Restated Notes (as defined below in Section
6.17), the MHR Warrants and the Waiver Warrants, there is and will be no outstanding Contract
with any Person to vote, purchase, redeem or otherwise acquire any Rollover Shares or Merger Sub
Non-Voting Common Stock, as the case may be, or securities or obligations of any kind convertible
into any Rollover Shares or Merger Sub Non-Voting Common Stock, as the case may be, owned,
beneficially and of record, by such Stockholder.



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ARTICLE 5

ACCREDITED INVESTOR; PURCHASE SURVIVING CORPORATION COMMON STOCK FOR INVESTMENT




          (a) Each Stockholder and Parent (collectively, the “Investor”) is an “accredited
investor” within the meaning of Regulation D under the Securities Act.



          (b) Each Investor has such knowledge and experience in financial and business matters that
such Investor is capable of evaluating the merits and risks of its investment in the Surviving
Corporation Common Stock, and such Investor understands and is able to bear any economic risks
associated with such investment (including the inherent risk of losing all or part of its
investment in such Surviving Corporation Common Stock).



          (c) Each Investor is familiar with the business that is conducted and is intended to be
conducted by the Surviving Corporation, including financial matters related to such business.



          (d) Each Investor has been given the opportunity to ask questions of and receive answers from
Parent, the Company and their respective representatives, as applicable, concerning (i) the terms
and conditions of the issuance of the Surviving Corporation Common Stock and the Preferred Stock in
connection with the Preferred Stock Investment and the conversion of the Bridge Loan and the other
transactions contemplated in connection with the Rollover and in connection with the Merger
Agreement and (ii) the financial condition, operation and prospects of Parent, the Company and
their Subsidiaries both before and after giving effect to the Merger. Each Investor has had full
access to such other information concerning Parent, the Company and their Subsidiaries, as the case
may be, and their respective operations, assets, and liabilities as it has requested.



          (e) Each Investor understands that the Surviving Corporation Common Stock being purchased by
such Investor hereunder has not been registered under the Securities Act, or under applicable state
securities laws (“Blue Sky Laws”), in reliance upon exemptions contained in the Securities
Act and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations
thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things,
such Surviving Corporation Common Stock subsequently is so registered or qualifies for exemption
from registration under the Securities Act and Blue Sky Laws, and that
the certificates representing such Surviving Corporation Common Stock shall bear a legend
noting such restrictions as described in Section 1.2(d). Each Investor acknowledges that
it is able to bear the economic risk of investment in the Surviving Corporation Common Stock for an
indefinite period of time.



10









 





          (f) Each Investor is purchasing the Surviving Corporation Common Stock in good faith solely
for its own (or any of its Affiliate’s) account, for investment and not with a view toward resale
or other distribution in violation of the Securities Act, and such Investor understands that such
Surviving Corporation Common Stock shall not be disposed of by such Investor in contravention of
the Preferred Stock Investment Documents, the Securities Act, any applicable Blue Sky Laws or any
other Law applicable to the Surviving Corporation Common Stock.



          (g) Other than pursuant to the Investor Rights Agreement entered into in connection with the
Preferred Stock Investment Documents, each Investor also understands that the Surviving Corporation
does not have any obligation or intention to register the Surviving Corporation Common Stock for
sale under the Securities Act or any state securities laws; and that such Investor has no right to
require the registration of the Surviving Corporation Common Stock under the Securities Act, any
state securities laws or other applicable securities regulations. Other than pursuant to the
Preferred Stock Investment Documents and pursuant to any transfers under Section 1.6 of the Right
of First Refusal and Co-Sale Agreement, such Investor has no Contract with any Person to sell or
transfer or pledge to such Person or anyone else any of the Surviving Corporation Common Stock and
such Investor represents and warrants that such Investor has no present plans to enter into any
such Contract.



          (h) In connection with the conversion of the Merger Sub Non-Voting Common Stock issued to each
Stockholder in connection with the Exchange and the Merger Sub Voting Common Stock held by Parent
for the Surviving Corporation Common Stock issued in connection with the Rollover, such Stockholder
and Parent, as the case may be, acknowledges, covenants and agrees as follows:



               (i) None of this Agreement (or any term or provision hereof), the issuance of the Surviving
Corporation Common Stock, or any other transaction comprising the Rollover creates any
employee/employer relationship or other similar relationship between the Company or any of its
Subsidiaries or any of the Company’s Affiliates, on the one hand, and such Investor, on the other
hand.



               (ii) All rights and obligations of such Investor with respect to its Surviving Corporation
Common Stock received pursuant to this Agreement, including in respect of voting and transfer
rights, shall be as provided in the Preferred Stock Investment Documents, and the Surviving
Corporation’s Amended and Restated Bylaws, Amended and Restated Certificate of Incorporation and/or
any of its other organizational and governance documents and applicable law.



               (iii) SUCH INVESTOR’S INVESTMENT IN THE SURVIVING CORPORATION COMMON STOCK IS SPECULATIVE AND
RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE SURVIVING CORPORATION COMMON
STOCK NOR IS ANY LIKELY TO DEVELOP. SUCH INVESTOR MAY AND CAN AFFORD TO LOSE ITS ENTIRE
INVESTMENT IN THE SURVIVING CORPORATION COMMON STOCK AND SUCH INVESTOR UNDERSTANDS SUCH INVESTOR
MAY HAVE TO HOLD SUCH INVESTMENT INDEFINITELY. SUCH INVESTOR IS AWARE AND ACKNOWLEDGES THAT,
BECAUSE OF THE SUBSTANTIAL RESTRICTIONS ON THE TRANSFERABILITY OF THE SURVIVING CORPORATION COMMON
STOCK, IT MAY NOT BE POSSIBLE FOR SUCH INVESTOR TO LIQUIDATE ITS INVESTMENT IN THE SURVIVING
CORPORATION READILY, EVEN IN THE CASE OF AN EMERGENCY. SUCH INVESTOR MAY LOSE ANY FEDERAL AND/OR
STATE INCOME TAX BENEFITS WHICH MAY BE AVAILABLE TO SUCH INVESTOR, WHICH MAY BE LOST THROUGH AN
ACTION BY A GOVERNMENTAL AUTHORITY OR BY CHANGES IN EXISTING LAWS AND REGULATIONS, INCLUDING THE
CODE. SUCH INVESTOR, IN CONSUMMATING THE ROLLOVER, IF RELYING ON ANY ADVICE, IS RELYING SOLELY ON
THE ADVICE OF ITS PERSONAL TAX AND LEGAL ADVISOR WITH RESPECT TO THE TAX, INCLUDING THE INTENDED
TAX-FREE EXCHANGE CONTEMPLATED BY THIS AGREEMENT, AND OTHER ASPECTS OF THE INVESTOR’S INVESTMENT IN
THE SURVIVING CORPORATION AND CONSUMMATION OF THE ROLLOVER.



11









 





ARTICLE 6

MISCELLANEOUS




     6.1 Effective Date. The effectiveness of this Agreement and the agreements, covenants
and obligations of the parties hereto are conditioned upon the occurrence of the Effective Time
pursuant to the Merger Agreement in effect as of the date hereof, and in the event the Merger
Agreement is terminated in accordance with its terms this Agreement shall be null and void and have
no force and effect.



     6.2 Termination. This Agreement shall automatically terminate upon the earlier of (a)
the Merger Agreement is terminated in accordance with its terms, or (b) the parties hereto execute
a written agreement to terminate this Agreement.



     6.3 Notices. All notices, requests and other communications to any party hereunder
shall be in writing and shall be deemed given if delivered personally, 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:




			
	               	 	If to Parent or Merger Sub, to:


ComVest Investment Partners III, L.P.

One North Clematis

Suite 300

West Palm Beach, Florida 33401

Attention: Mark Lama

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





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	               	 	If to the Company, 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: Helen R. Friedli, Esq.


If to the Stockholders, to:


Glenn Parker

530 Carrotwood Terrace

Plantation, Florida 33324


and


Timothy Fairbanks

6605 NW 122nd Avenue

Parkland, Florida 33076





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	               	 	and


Lewis Stone

6618 NW 103rd Lane

Parkland, Florida 33076


and


RGGPLS, LLC

13630 NW 8th Street

Suite 210

Sunrise, Florida 33325


If to MHR, to:


c/o MHR Fund Management LLC

40 West 57th Street, 24th Floor

New York, NY 10019

Attn: Hal Goldstein

               Emily Fine

               Janet Yeung

Telephone: (212) 262-0005

Facsimile: (212) 262-9356


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


O’Melveny & Myers LLP

Times Square Tower

7 Times Square

New York, New York 10036

Attention: Doron Lipshitz, Esq.

               Patricia Perez, Esq.

Telephone: (212) 326-2000

Facsimile: (212) 326-2061





               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 6.2, 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.



14









 





     6.4 Amendments; Waivers. Any amendment or modification of or to any provision of this
Agreement, and any consent to any departure of any party from the terms of any provision of this
Agreement, shall be effective only if it is made or given in writing and signed by each party and
shall not be enforceable against any party hereto unless such party has executed such amendment or
modification. Notwithstanding the foregoing sentence, any failure of any of the parties to comply
with any obligation, covenant, agreement or condition herein may be waived by any party entitled to
the benefits thereof only by a written instrument signed by such party granting such waiver, but
such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement
or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other
failure. The failure of any party to assert any of its rights under this Agreement or otherwise
shall not constitute a waiver of those rights.



     6.5 Counterparts and Fax Signatures. This Agreement may be executed in two or more
counterparts (including by means of fax or electronically transmitted portable document format
(PDF) signature pages), each of which shall be deemed to be an original, but all of which together
shall constitute and be one and the same instrument; provided, that fax or electronically
transmitted signatures of this Agreement shall be deemed to be originals. Counterpart signatures
need not be on the same page and shall be deemed effective upon receipt. This Agreement shall be
valid upon the execution of the Company, Parent, Merger Sub and one or more Stockholders,
irrespective of whether this Agreement is executed by all of the Stockholders.



     6.6 Headings. All headings set forth in this Agreement are intended for convenience
only and shall not control or affect the meaning, construction or effect of this Agreement or of
any of its provisions.



     6.7 Entire Agreement. This Agreement (including the exhibits and schedules hereto and
any other documents and instruments referred to herein or contemplated hereby), constitute the
entire agreement, and supersede all other prior agreements and understandings, both written and
oral, among the parties, or any of them, with respect to the subject matter hereof and thereof
(including that certain Letter of Intent).



     6.8 No Third Party Beneficiary. Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any person other than the parties and their
respective heirs, personal representatives, legal representatives, successors and assigns, any
rights or remedies under or by reason of this Agreement. This Agreement is binding upon and inures
to the benefit of the parties to this Agreement and their respective successors and permitted
assigns.



     6.9 Severability. If any term or other provision of this Agreement is determined by a
court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other terms, provisions and conditions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible to the fullest extent permitted by applicable law in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.



15









 





     6.10 Schedules, Exhibits, Sections and Articles. All exhibits or schedules attached
to this Agreement shall be deemed part of this Agreement and incorporated into this Agreement, as
if fully contained in it. All references in this Agreement to an exhibit, section, article or
schedule shall mean an exhibit, section, article or schedule to this Agreement (unless otherwise
indicated). All references in this Agreement to this Agreement shall include all of the exhibits
or schedules attached to this Agreement.



     6.11 Governing Law; Jurisdiction. 



          (a) The laws of the State of Delaware (without giving effect to its conflicts of law
principles) govern this Agreement and all matters arising out of or relating to this Agreement and
any of the transactions contemplated hereby, including its negotiation, execution, validity,
interpretation, construction, performance and enforcement.



          (b) The parties hereto hereby irrevocably submit to the jurisdiction of the federal and state
courts located in the State of Delaware over any action or proceeding arising out of or relating to
this Agreement or any of the transactions contemplated hereby and each party hereto hereby
irrevocably agrees that all claims in respect of such action or proceeding may be heard and
determined in such courts. The parties hereto hereby irrevocably waive any objection which they
may now or hereafter have to the laying of venue of any action or proceeding brought in such court
or any claim that such action or proceeding brought in such court has been brought in an
inconvenient forum. Each of the parties hereto agrees that a judgment in such action or proceeding
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
Law. Each of the parties hereto hereby irrevocably consents to process being served by any party
to this Agreement in any action or proceeding by delivery of a copy thereof in accordance with the
provisions of Section 6.2.



     6.12 Further Assurances. Each Stockholder, the Company, Parent and Merger Sub, at the
closing of the transactions contemplated hereby, or at any time or times thereafter, upon request
of any party hereto, will execute such additional instruments, documents or certificates as either
party deems reasonably necessary in order to effect the transactions contemplated hereby.



     6.13 Efforts. Each party hereto hereby agrees to take, or cause to be taken, all
commercially reasonable actions, and do, or cause to be done, and to assist and cooperate with the
other party hereto in doing all commercially reasonable things necessary, proper or advisable under
applicable Laws, to consummate and make effective, the Exchange, the Rollover and the other
transactions contemplated hereunder.



     6.14 Successors and Assigns. This Agreement shall apply to, be binding in all
respects upon and inure to the benefit of the parties and their respective successors and permitted
assigns.
No party may assign any of its rights under this Agreement without the prior written consent
of each of the other parties.



16









 





     6.15 Transaction Costs. Except as set forth in the Merger Agreement, each party
hereto shall pay its own fees, costs and expenses incurred in connection herewith and the
transactions contemplated hereby, including the fees, costs and expenses of its financial advisors,
accountants and counsel; provided, however, that, notwithstanding the foregoing,
the parties acknowledge that Company shall pay the fees, costs and expenses by the Stockholders
incurred in connection herewith and in connection with the Preferred Stock Investment Documents.



     6.16 Interpretation; Other.



          (a) Unless the context otherwise requires, any reference in this Agreement to gender includes
all genders, and words imparting the singular number only include the plural and vice versa.
Unless the context otherwise requires, all references in this Agreement to any “Article,”
“Section,” “Schedule” or “Exhibit” are to the corresponding Article, Section, Schedule or Exhibit
of this Agreement. Unless the context otherwise requires, the words “hereby,” “herein,”
“hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to the
provision in which such words appear. The word “including,” or any variation thereof, means
“including, without limitation” and does not limit any general statement that it follows to the
specific or similar items or matters immediately following it. All references in this Agreement to
specific Laws or to specific sections or provisions of Laws, apply to the respective federal,
state, local, or foreign Laws that bear the names so specified and to any succeeding or amended
Law, section, or provision corresponding thereto. Any reference in this Agreement to the “parties”
to this Agreement means the signatories to this Agreement and their successors and permitted
assigns, and does not include any third party.



          (b) The parties hereto have participated jointly in the negotiation and drafting of this
Agreement and, in the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision
of this Agreement.



17









 





     6.17 “First and Second Amended and Notes” means the (a) First Amended and Restated 7
3/4% Convertible Secured Note issued by NationsHealth, Inc., NationsHealth Holdings, L.L.C., United
States Pharmaceutical Group, L.L.C., Diabetes Care & Education, Inc., and National Pharmaceuticals
and Medical Products (USA), LLC in favor of OTQ LLC, dated as of the Effective Time; (b) First
Amended and Restated 7 3/4% Convertible Secured Note issued by NationsHealth, Inc., NationsHealth
Holdings, L.L.C., United States Pharmaceutical Group, L.L.C., Diabetes Care & Education, Inc., and
National Pharmaceuticals and Medical Products (USA), LLC in favor of MHR Capital Partners Master
Account LP, dated as of the Effective Time; (c) First Amended and Restated 7 3/4% Convertible
Secured Note issued by NationsHealth, Inc., NationsHealth Holdings, L.L.C., United States
Pharmaceutical Group, L.L.C., Diabetes Care & Education, Inc., and National Pharmaceuticals and
Medical Products (USA), LLC in favor of MHR Capital Partners (100) LP; (d) Second Amended and
Restated 7 3/4% Convertible Secured Note issued by NationsHealth, Inc., NationsHealth Holdings,
L.L.C., United States Pharmaceutical Group, L.L.C., Diabetes Care & Education, Inc., and National
Pharmaceuticals and Medical Products (USA), LLC in favor of OTQ LLC, dated as of the Effective
Time; (e) Second Amended and Restated 7 3/4% Convertible Secured Note issued by NationsHealth,
Inc., NationsHealth Holdings, L.L.C., United States Pharmaceutical Group, L.L.C., Diabetes Care &
Education, Inc., and National Pharmaceuticals and Medical Products (USA), LLC in favor of MHR
Capital Partners Master Account LP, dated as of the Effective Time; and (f) Second Amended and
Restated 7 3/4% Convertible Secured Note issued by NationsHealth, Inc., NationsHealth Holdings,
L.L.C., United States Pharmaceutical Group, L.L.C., Diabetes Care & Education, Inc., and National
Pharmaceuticals and Medical Products (USA), LLC in favor of MHR Capital Partners (100) LP, dated as
of the Effective Time, as each may be amended, modified, replaced or refinanced from time to time.



[signature page follows]




18









 





     IN WITNESS WHEREOF, the parties hereto have caused this Exchange and Rollover Agreement to be
duly executed, as of the date first above written.



	 	 	 	 	 
	 	COMVEST NATIONSHEALTH HOLDINGS, LLC

 	 
	 	By:  	/s/
Jose Gordo
 	 
	 	 	Name:  	Jose Gordo 	 
	 	 	Title:  	President 	 
	 
	 	NATIONSHEALTH ACQUISITION CORP.

 	 
	 	By:  	/s/
Glenn Parker
 	 
	 	 	Name:  	Glenn Parker 	 
	 	 	Title:  	CEO 	 
	 
	 	NATIONSHEALTH, INC.

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

 	 
	 	  	/s/ Glenn Parker
 	 
	 	 	 	 
	 	 	 	 
	 
	 	TIMOTHY FAIRBANKS

 	 
	 	  	/s/
Timothy Fairbanks
 	 
	 	 	 	 
	 	 	 	 
	 
	 	LEWIS STONE

 	 
	 	  	/s/
Lewis Stone
 	 
	 	 	 	 
	 	 	 	 



19









 






	 	 	 	 	 



	 	 	 	 	 
	 	MHR CAPITAL PARTNERS MASTER ACCOUNT LP

 	 
	 	By:  	MHR Advisors LLC, its General Partner
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
/s/ Hal Goldstein
 	 
	 	 	Name:  	Hal Goldstein 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	MHR CAPITAL PARTNERS (100) LP

 	 
	 	By:  	MHR Advisors LLC, its General Partner
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Hal Goldstein
 	 
	 	 	Name:  	Hal Goldstein 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	OTQ LLC

 	 
	 	By:  	/s/ Hal Goldstein
 	 
	 	 	Name:  	Hal Goldstein 	 
	 	 	Title:  	Authorized Signatory
 	 
	 
	 	MARK H. RACHESKY, M.D.

(as a record holder and as an authorized signatory

for certain other entities)

 	 
	 	  	/s/ Mark H. Rachesky, M.D.
 	 
	 	 	 	 
	 	 	 	 



20