$200,000,000


 







BioScrip,
Inc. 


 


8.875%
Senior Notes due 2021 


 


REGISTRATION
RIGHTS AGREEMENT 


 


February 11,
2014


 


JEFFERIES LLC


   As
Representative of the Initial Purchasers


520 Madison Avenue


New York, New York 10022


 


Ladies and Gentlemen:


 


BioScrip,
Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies LLC, SunTrust Robinson Humphrey,
Inc. and Morgan Stanley & Co. LLC (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement
dated February 6, 2014 (the “Purchase Agreement”), by and among the Company, the guarantors named therein and
Jefferies LLC, as representative (the “Representative”) of the several Initial Purchasers, $200,000,000 aggregate
principal amount of 8.875% Senior Notes due 2021 issued by the Company (each, a “Note” and collectively, the
“Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the
Guarantors agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without
limitation, the Initial Purchasers), as follows:


 


Section 1.
Definitions.


 


Capitalized
terms that are used herein without definition and are defined in the Purchase Agreement shall have the respective meanings ascribed
to them in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Additional
Interest.” See Section 4(a).


 


“Advice.”
See Section 6(u).


 


“Agreement.”
This Registration Rights Agreement, dated as of the Closing Date, among the Company, the Guarantors and the Initial Purchasers.


 


“Applicable
Period.” See Section 2(e).


“Business
Day.” A day that is not a Saturday, a Sunday or a day on which banking institutions in the City of New York are authorized
or required by law or executive order to be closed.


 


“Closing
Date.” February 11, 2014.


 


“Company.”
See the introductory paragraph to this Agreement.


 


“Day.”
Unless otherwise expressly provided, a calendar day.


 


“Effectiveness
Date.” The 450th day after the Closing Date.


 


“Effectiveness
Period.” See Section 3(a).


 


“Exchange
Act.” The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Exchange
Notes.” 8.875% Senior Notes due 2021 of the Company, registered under the Securities Act, to be issued under the Indenture,
which Exchange Notes shall be identical in all material respects to the Notes, including the guarantees relating thereto, if any,
except for provisions relating to series, restrictive legends and Additional Interest.


 




    	 



    	 



    

 


“Exchange
Offer.” See Section 2(a).


 


“Exchange
Registration Statement.” See Section 2(a).


 


“Filing
Date.” The 360th day after the Closing Date.


 


“FINRA.”
Financial Industry Regulatory Authority, Inc.


 


“Guarantor.”
Each subsidiary of the Company that guarantees the obligations of the Company under the Notes and the Indenture.


 


“Holder.”
Any registered holder of Registrable Notes, unless the context requires beneficial holder of Registrable Notes.


 


“Indemnified
Party.” See Section 8(c).


 


“Indemnifying
Party.” See Section 8(c).


 


“Indenture.”
The Indenture, dated as of the Closing Date, among the Company, the Guarantors and U.S. Bank National Association, as trustee,
pursuant to which the Notes are being issued, as amended or supplemented from time to time in accordance with the terms hereof.


 


“Initial
Purchasers.” See the introductory paragraph to this Agreement.


 


“Initial
Shelf Registration.” See Section 3(a).


“Inspectors.”
See Section 6(o).


 


“Losses.”
See Section 8(a).


 


“Notes.”
See the introductory paragraph to this Agreement.


 


“Participating
Broker-Dealer.” See Section 2(e).


 


“Person.”
An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association,
union, business association, firm, government or agency or political subdivision thereof, or other legal entity.


 


“Prospectus.”
The prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously
omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement filed by the Company with the SEC, with respect to the
terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments
and supplements filed by the Company with the SEC to the Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.


 


“Purchase
Agreement.” See the introductory paragraph to this Agreement.


 


“Records.”
See Section 6(o).


 


“Registration
Default.” See Section 4(a).


 


“Registrable
Notes.” Notes; provided, however, that a Note shall cease to be a Registrable Note upon the earliest to
occur of the following: (i) in the circumstances contemplated by Section 2(a), the Note has been exchanged for an Exchange
Note in an Exchange Offer as contemplated in Section 2(a); (ii) in the circumstances contemplated by Section 3,
a Shelf Registration registering the offer and sale of such Note under the Securities Act has been declared or becomes effective
and such Note has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective
Shelf Registration; (iii) such Note is actually sold by the holder thereof pursuant to Rule 144 under circumstances in which
any legend borne by such Note relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed
by the Company or pursuant to the Indenture; or (iv) such Note shall cease to be outstanding.


 


“Registration
Statement.” Any registration statement of the Company and the Guarantors filed with the SEC under the Securities Act
(including, but not limited to, the Exchange Registration Statement, the Initial Shelf Registration and any subsequent


 




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Shelf Registration) that covers
any of the Registrable Notes pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements
to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.


 


“Representative.”
See the introductory paragraph to this Agreement.


 


“Rule
144.” Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule
(other than Rule 144A) or regulation hereafter adopted by the SEC providing for offers and sales of securities made in compliance
therewith resulting in offers and sales by subsequent holders that are not affiliates of an issuer or such securities being free
of the registration and prospectus delivery requirements of the Securities Act.


 


“Rule
144A.” Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar
rule (other than Rule 144) or regulation hereafter adopted by the SEC.


 


“Rule
415.” Rule 415 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule
or regulation hereafter adopted by the SEC.


 


“Rule
430A.” Rule 430A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC.


 


“SEC.”
The United States Securities and Exchange Commission.


 


“Securities.”
The Notes and the Exchange Notes.


 


“Securities
Act.” The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Shelf
Effectiveness Date.” The date that is the 90th day after the receipt of the relevant Shelf Notice.


 


“Shelf
Notice.” See Section 2(i).


 


“Shelf
Registration.” See Section 3(b).


 


“Shelf
Suspension Period.” See Section 3(e).


 


“Subsequent
Shelf Registration.” See Section 3(b).


 


“TIA.”
The Trust Indenture Act of 1939, as amended.


 


“Trustee.”
The trustee under the Indenture and, if existent, the trustee under any indenture governing the Exchange Notes.


 


“Underwritten
Registration or Underwritten Offering.” A registration in which securities of the Company are sold to an underwriter
for reoffering to the public.


 


Section 2.
Exchange Offer.


 


(a) Unless
the Exchange Offer would not be permitted by applicable laws or a policy of the SEC, the Company shall (and shall cause each Guarantor
to) (i) prepare and file with the SEC, in no event later than the Filing Date, a registration statement (the “Exchange
Registration Statement”) on an appropriate form under the Securities Act with respect to an offer (the “Exchange
Offer”) to the Holders of Notes to issue and deliver to such Holders, in exchange for the Notes, a like principal amount
of Exchange Notes, (ii) use its commercially reasonable efforts to cause the Exchange Registration Statement to become effective
as promptly as practicable after the filing thereof, but in no event later than the Effectiveness Date, (iii) use its commercially
reasonable efforts to keep the Exchange Registration Statement effective until the consummation of the Exchange Offer in accordance
with its terms, and (iv) commence the Exchange Offer and use its commercially reasonable efforts to issue on or prior to 60
Business Days after the date on which the Exchange Registration Statement is declared effective, Exchange Notes in exchange for
all Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that
the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the SEC.


 




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(b) The
Exchange Notes shall be issued under, and entitled to the benefits of, the Indenture or a trust indenture that is substantially
identical to the Indenture (other than such changes as are necessary to comply with any requirements of applicable law or the SEC
to effect or maintain the qualifications thereof under the TIA).


 


(c) Interest
on the Exchange Notes will accrue from (i) the later of (x) the last interest payment due date on which interest was
paid on the Notes surrendered in exchange therefor or (y) if the Note is surrendered for exchange after the record date for
an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such
interest payment date or (ii), if no interest has been paid on the Notes, from the Closing Date. Each Exchange Note shall bear
interest at the rate set forth thereon; provided, that interest with respect to the period prior to the issuance thereof
shall accrue at the rate or rates borne by the Notes from time to time during such period.


 


(d) The
Company may require each Holder as a condition to participation in the Exchange Offer to represent (i) that any Exchange Notes
received by such Holder will be acquired in the ordinary course of its business, (ii) that at the time of the commencement
and consummation of the Exchange Offer such Holder has not entered into any arrangement or understanding with any Person to participate
in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities
Act, (iii) that if such Holder is an “affiliate” of the Company within the meaning of Rule 405 of the Securities
Act, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable to
it, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution
of the Exchange Notes and (v) if such Holder is a Participating Broker-Dealer (as defined below), that it will deliver a Prospectus
in connection with any resale of the Exchange Notes.


 


(e) The
Company shall (and shall cause each Guarantor to) include within the Prospectus contained in the Exchange Registration Statement
a section entitled “Plan of Distribution” reasonably acceptable to the Initial Purchasers, which shall contain all
of the information that the SEC may require with respect to the potential “underwriter” status of any broker-dealer
that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer
in the Exchange Offer for its own account in exchange for Notes that were acquired by it as a result of market-making or other
trading activity and from whom the Company has received written notice that such broker-dealer will be a Participating Broker-Dealer
in the applicable Exchange Offer (a “Participating Broker-Dealer”). Such “Plan of Distribution”
section shall also allow, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus
by all Participating Broker-Dealers, and include a statement describing the manner in which Participating Broker-Dealers may resell
the Exchange Notes. The Company shall use its commercially reasonable efforts to keep the Exchange Registration Statement effective
and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by Participating
Broker-Dealers for such period of time as such Persons must comply with such requirements in order to resell the Exchange Notes;
provided, that such period shall not exceed the lesser of 180 days and the date on which all Participating Broker Dealers have
sold all Exchange Notes held by them (the “Applicable Period”).


 


(f) In connection
with the Exchange Offer, the Company shall (and shall cause each Guarantor to):


 


(i)
mail or cause to be mailed to each Holder of record a copy of the Prospectus forming part of the Exchange Registration Statement,
together with an appropriate letter of transmittal (substantially in the form attached as an exhibit to the Exchange Offer Registration
Statement) and any related documents;


 


(ii)
keep the Exchange Offer open for not less than 20 Business Days after the date notice thereof is mailed to the Holders (or longer
if required by applicable law)


 


(iii)
utilize the services of a depository for the Exchange Offer with an address in the Borough of Manhattan, the City of New York,
which may be the Trustee or an affiliate thereof;


 


(iv)
permit Holders to withdraw tendered Registrable Notes at any time prior to the close of business, New York City time, on the last
Business Day on which the Exchange Offer shall remain open; and


 


(v)
otherwise comply in all material respects with all applicable laws.


 


(g) As soon
as practicable after the close of the Exchange Offer, the Company shall (and shall cause each Guarantor to):


 


(i)
accept for exchange all Registrable Notes validly tendered pursuant to the Exchange Offer and not validly withdrawn;


 


(ii)
deliver or cause to be delivered to the Trustee for cancellation all Registrable Notes so accepted for exchange; and


 


(iii)
cause the Trustee to authenticate and deliver promptly to each Holder validly tendering such Registrable Notes, Exchange Notes
equal in principal amount to the Notes of such Holder so accepted for exchange.


 




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(h) The
Exchange Notes may be issued under (i) the Indenture or (ii) an indenture substantially identical to the Indenture (other
than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under
the TIA), which in either event will provide that the Exchange Notes will not be subject to the transfer restrictions set forth
in the Indenture, and that the Exchange Notes and the Notes, if any, will be deemed one class of security (subject to the provisions
of the Indenture).


 


(i) If:
(i) prior to the consummation of the Exchange Offer, the Holders of a majority in aggregate principal amount of Registrable
Notes determine in their reasonable judgment that (A) upon the written advice of counsel that the Exchange Notes would not,
upon receipt, be tradeable by the Holders thereof without restriction under the Securities Act and the Exchange Act and without
material restrictions under applicable Blue Sky or state securities laws, or (B) the interests of the Holders under this Agreement,
taken as a whole, would be materially adversely affected by the consummation of the Exchange Offer, and in the case of (A) or
(B), notifies the Company in writing of such determination; (ii) any change in law or in applicable interpretations of the
staff of the SEC would not permit the consummation of the Exchange Offer prior to the Effectiveness Date; (iii) subsequent
to the consummation of the Exchange Offer, if any Initial Purchaser continues to hold any Notes for its own account, and such Initial
Purchaser so requests; (iv) the Exchange Registration Statement is not declared effective on or prior to the Effectiveness
Date for any reason; or (v) in the case of (A) any Holder not permitted by applicable law or SEC policy to participate
in the Exchange Offer, (B) any Holder participating in the Exchange Offer that receives Exchange Notes that may not be sold
without restriction under federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company
within the meaning of Rule 405 of the Securities Act) or (C) any broker-dealer that holds Notes acquired by such broker-dealer
directly from the Company or any of its affiliates and, in each such case contemplated by clause (iii) or this clause (v),
such Holder notifies the Company in writing within 20 Business Days of the consummation of the Exchange Offer, then the Company
shall promptly (and in any event within five Business Days of such notification) deliver to the Holders (or in the case of an occurrence
of any event described in clause (v) of this Section 2(i), to any such Holder) and the Trustee notice thereof (the “Shelf
Notice”) and shall as promptly as practicable thereafter file an Initial Shelf Registration pursuant to Section 3.


 


Section 3.
Shelf Registration.


 


If a Shelf
Notice is delivered pursuant to Section 2(i) prior to the commencement of the Exchange Offer, then this Section 3 shall
apply to all Registrable Notes and the term “Shelf Notes” shall apply to all Registrable Notes. Otherwise, upon consummation
of the Exchange Offer in accordance with Section 2, the provisions of Section 3 shall apply solely with respect to (i) Notes
held by any Holder thereof not permitted to participate in the Exchange Offer, (ii) Notes held by any broker-dealer that acquired
such Notes directly from the Company or any of its affiliates and (iii) Exchange Notes that are not freely tradeable, in each
case as contemplated by Section 2(i)(v) hereof; provided that in each case that the relevant Holder has duly notified
the Company within 20 Business Days of consummation of the Exchange Offer as required by Section 2(i)(v), and the term “Shelf
Notes” shall apply solely with respect to Registrable Notes held by such Holder.


 


(a) Initial
Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a
Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the
“Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable
efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event
later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting
registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without
limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf
Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable
efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year
from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6)
(the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial
Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration
covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf
Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered
thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without
regard to volume, manner of sale or other restrictions contained in Rule 144.


 


(b) Subsequent
Shelf Registrations. If the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below) ceases to be
effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered
thereunder), the Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event shall use its commercially reasonable efforts to,
within 30 days of such cessation of effectiveness amend such Shelf Registration in a manner to obtain the withdrawal of the order


 




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suspending the effectiveness
thereof, or file (and cause each Guarantor to file) a separate “shelf” Registration Statement pursuant to Rule 415
covering all of the Shelf Notes (a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed,
the Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Subsequent Shelf Registration
to be declared effective as soon as practicable after such filing and to keep such Subsequent Shelf Registration continuously effective
for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial
Shelf Registration and any Subsequent Shelf Registration was previously continuously effective. As used herein the term “Shelf
Registration” means the Initial Shelf Registration and any Subsequent Shelf Registrations.


 


(c) Supplements
and Amendments. The Company shall (and shall cause each Guarantor to) use its reasonable best efforts to promptly supplement
and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used
for such Shelf Registration, if required by the Securities Act, or if reasonably requested in writing by the Holders of a majority
in aggregate principal amount of the Shelf Notes covered by such Shelf Registration with respect to information relating to such
Holders or by any underwriter of such Registrable Notes in connection with an Underwritten Offering.


 


(d) Provision
of Information. No Holder of Shelf Notes shall be entitled to include any of its Shelf Notes in any Shelf Registration pursuant
to this Agreement unless such Holder furnishes to the Company and the Trustee in writing, within 20 days after receipt of a written
request therefor, such information as the Company or the Trustee reasonably believe is required for inclusion in any Shelf Registration
or Prospectus included therein and so requests, and no such Holder shall be entitled to Additional Interest pursuant to Section 4
hereof unless and until such Holder shall have provided such information.


 


(e) Blackout
Periods. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Initial
Shelf Registration or Subsequent Shelf Registration or delay or suspend the effectiveness thereof, for a reasonable period of time,
but not in excess of 90 days in the aggregate during any 12-month period (a “Shelf Suspension Period”), if the
Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration or Subsequent Shelf Registration
or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable
judgment of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing,
acquisition, disposition, merger or other material transaction or such action is required by applicable law.


 


Section 4.
Additional Interest.


 


(a) The
Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or
any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay additional
cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below
(each event described in clauses (i) through (iii) below, a “Registration Default” and each of which
shall be given independent effect):


 


(i)
if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) has not been filed on or prior to the Filing
Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the
principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing
by an additional 0.25% per annum at the beginning of each subsequent 90-day period;


 


(ii)
if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective on or prior to the
Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per
annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional
Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;


 


(iii)
if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with
the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration
Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable,
a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first
anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective
again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf
Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120
days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of
0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness
Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being
declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases
to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf
Registration has


 




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ceased to be usable
for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing
by an additional 0.25% per annum at the beginning of each such subsequent 90-day period;


 


provided, however, that
the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided
further, that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon
the effectiveness of the Exchange Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the
Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf
Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date,
upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the
exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange
Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of
a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company
that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the
Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding
the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default
has occurred and is pending, and (y) Additional Interest shall be payable for Registration Defaults related to a failure of
the Company to cause a Shelf Registration to be declared effective only to Holders of Shelf Notes. Additional Interest pursuant
to this Section 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default.


 


(b) The
Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default occurs in
respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause
(a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture
and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring
after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied
by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined
on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days
elapsed), and the denominator of which is 360.


 


Section 5.
Hold-Back Agreements. 


 


The Company
agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the
Securities Act) of any securities the same as or substantially the same as those covered by a Registration Statement filed pursuant
to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities
convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period
beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of
a majority in the aggregate principal amount of the Registrable Notes to be included in such Registration Statement consent, if
the managing underwriter thereof so requests in writing.


 


Section 6.
Registration Procedures. 


 


In connection
with the filing of any Registration Statement pursuant to Sections 2 or 3 hereof, the Company shall (and shall cause each Guarantor
to) effect such registrations to permit the sale of such securities covered thereby in accordance with the intended method or methods
of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Company hereunder,
the Company shall (and shall cause each Guarantor to):


 


(a) Prepare
and file with the SEC, on or prior to the Filing Date, the Exchange Registration Statement, or if the Exchange Registration Statement
is not filed because of the circumstances contemplated by Section 2(a)(i), a Shelf Registration as prescribed by Section 3,
and use its commercially reasonable efforts to cause each such Registration Statement to become effective and remain effective
as provided herein; provided that, if (A) a Shelf Registration is filed pursuant to Section 3 or (B) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto from whom
the Company has received prior written notice that it will be a Participating Broker-Dealer in the Exchange Offer, before filing
any Registration Statement or Prospectus or any amendments or supplements thereto the Company shall (and shall cause each Guarantor
to), if requested, furnish to and afford, in the case of clause (A) above, the Holders of the Registrable Notes to be registered
pursuant to such Shelf Registration, in the case of clause (B) above, each Participating Broker-Dealer, the managing underwriters
in an Underwritten Offering, if any, and each of their respective counsel, a reasonable opportunity to review copies of all such
documents (including copies of any documents


 




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to be incorporated by reference
therein and all exhibits thereto) proposed to be filed (in each case at least five Business Days prior to such filing). The Company
and each Guarantor shall not file any such Registration Statement or Prospectus or any amendments or supplements thereto in respect
of which the Holders must provide information for the inclusion therein without the Holders being afforded an opportunity to review
such documentation if the holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration
Statement, or any such Participating Broker-Dealer, as the case may be, the managing underwriters in an Underwritten Offering,
if any, or any of their respective counsel shall reasonably object in writing within five Business Days after the receipt hereof.
A Holder shall be deemed to have reasonably objected to such filing if such Holder’s objection to such Registration Statement,
amendment, Prospectus or supplement, as applicable, as proposed to be filed, relates to an untrue statement of a material fact
or an omission to state any material fact necessary to make the statements therein not misleading or a failure to comply with the
applicable requirements of the Securities Act.


 


(b) Provide
an indenture trustee for the Registrable Notes or the Exchange Notes, as the case may be, and cause the Indenture (or other indenture
relating to the Registrable Notes) to be qualified under the TIA not later than the effective date of the first Registration Statement;
and in connection therewith, to effect such changes to such indenture as may be required for such indenture to be so qualified
in accordance with the terms of the TIA; and execute, and use its commercially reasonable efforts to cause such trustee to execute,
all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to
enable such indenture to be so qualified in a timely manner.


 


(c) Prepare
and file with the SEC such pre-effective amendments and post-effective amendments to each Shelf Registration or Exchange Registration
Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness
Period or the Applicable Period or until consummation of the Exchange Offer, as the case may be, cause the related Prospectus to
be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424
(or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities
Act and the Exchange Act applicable to them with respect to the disposition of all securities covered by such Registration Statement
as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by
a Participating Broker-Dealer in the manner disclosed to the Company by such Participating Broker-Dealer covered by any such Prospectus.
The Company and each Guarantor shall not, during the Applicable Period, knowingly take any action that would result in selling
Holders of the Registrable Notes covered by a Shelf Registration or Participating Broker-Dealers seeking to sell Exchange Notes
not being able to sell such Registrable Notes or such Exchange Notes during that period, unless such action is required by applicable
law, rule or regulation or permitted by this Agreement.


 


(d) Furnish
to such selling Holders and Participating Broker-Dealers who so request in writing (i) upon the Company’s receipt, a
copy of the order of the SEC declaring such Registration Statement and any post-effective amendment thereto effective, (ii) such
reasonable number of copies of such Registration Statement and of each amendment and supplement thereto (in each case including
any documents incorporated therein by reference and all exhibits unless such documents or exhibits are publicly available) and
(iii) such reasonable number of copies of the Prospectus included in such Registration Statement (including each preliminary
Prospectus) and each amendment and supplement thereto, and such reasonable number of copies of the final Prospectus as filed by
the Company and each Guarantor pursuant to Rule 424(b) under the Securities Act, in conformity with the requirements of the Securities
Act and each amendment and supplement thereto (including any amendments required to be filed pursuant to clause (c) of this
Section). Subject to Section 3(c) hereof, the Company and the Guarantors hereby consent to the use of the Prospectus by each
of the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, and the underwriters
or agents, if any, and dealers, if any, in connection with the offering and sale of the Registrable Notes covered by, or the sale
by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or supplement thereto.


 


(e) If (i) a
Shelf Registration is filed pursuant to Section 3, or (ii) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period relating thereto from whom the Company has received written notice that it
will be a Participating Broker-Dealer in the Exchange Offer, the Company shall notify in writing the selling Holders of Registrable
Notes, or each such Participating Broker-Dealer, as the case may be, the managing underwriters in an Underwritten Offering, if
any, and each of their respective counsel promptly (but in any event within two Business Days) (A) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective (including in such notice a written statement that any Holder may, upon request,
obtain, without charge, one conformed copy of such Registration Statement or post-effective amendment including financial statements
and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (B) of the issuance by the
SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use
of any Prospectus or the initiation of any proceedings for that purpose, (C) if at any time when a Prospectus is required
by the Securities Act to be delivered in


 




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connection with sales of the
Registrable Notes the representations and warranties of the Company and any Guarantor contained in any agreement (including any
underwriting agreement) contemplated by Section 6(n) hereof cease to be true and correct, in all material respects, during
the relevant offering period, (D) of the receipt by the Company or any Guarantor of any notification with respect to the suspension
of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Notes or the Exchange
Notes to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or threatening of
any proceeding for such purpose, (E) of the happening of any event, the existence of any condition or any information becoming
known to the Company that makes any statement made in such Registration Statement or related Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in,
or amendments or supplements to, such Registration Statement, Prospectus or documents so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein to make the statement not misleading, or in the case of a Prospectus or documents incorporated or deemed to be incorporated
by reference, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,
(F) of any reasonable determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement
would be appropriate and (G) of any request by the SEC for amendments to the Registration Statement or supplements to the
Prospectus or for additional information relating thereto.


 


(f) Use
its commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement
or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification)
of any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer, for sale in any jurisdiction,
and, if any such order is issued, to use its commercially reasonable efforts to obtain the withdrawal of any such order at the
earliest possible date.


 


(g) If (i) a
Shelf Registration is filed pursuant to Section 3, (ii) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period or (iii) reasonably requested in writing by the managing underwriters,
if any, or the Holders of a majority in aggregate principal amount of the Registrable Notes being sold in connection with an Underwritten
Offering, other than during a Shelf Suspension Period (A) promptly incorporate in a Prospectus supplement or post-effective
amendment such information or revisions to information therein relating to such underwriters or selling Holders as the managing
underwriters, if any, or such Holders or any of their respective counsel reasonably request in writing to be included or made therein
and (B) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after
the Company has received notification of the matters to be incorporated in such Prospectus supplements or post-effective amendment;
provided, however, that the Company shall not be required to take any action hereunder that would, in the written
opinion of counsel to the Company, violate applicable laws.


 


(h) Prior
to any public offering of Registrable Notes or any delivery of a Prospectus contained in the Exchange Registration Statement by
any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use its commercially reasonable
efforts to register or qualify, and to cooperate with the selling Holders of Registrable Notes or each such Participating Broker-Dealer,
as the case may be, the underwriters, if any, and their respective counsel in connection with the registration or qualification
(or exemption from such registration or qualification) of such Registrable Notes or Exchange Notes, as the case may be, for offer
and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating
Broker-Dealer or any managing underwriter or underwriters, if any, in an Underwritten Offering reasonably request in writing; provided,
that where Exchange Notes held by Participating Broker-Dealers or Registrable Notes are offered other than through an Underwritten
Offering, the Company and each Guarantor shall use its commercially reasonable efforts to cause its counsel to perform Blue Sky
investigations and shall use its commercially reasonable efforts to file any registrations and qualifications required to be filed
pursuant to this Section 6(h), use its commercially reasonable efforts to keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is required to be kept effective and use its commercially
reasonable efforts to do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions
of the Exchange Notes held by Participating Broker-Dealers or the Registrable Notes covered by the applicable Registration Statement;
provided that neither the Company nor any Guarantor shall be required to (i) qualify generally to do business in any
jurisdiction where it is not then so qualified, (ii) take any action that would subject it to general service of process in
any such jurisdiction where it is not then so subject or (iii) subject itself to taxation in any such jurisdiction where it
is not then so subject.


 


(i) If (i) a
Shelf Registration is filed pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 is requested to be delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, cooperate with the selling Holders of Registrable Notes and the managing underwriter
or underwriters, if any, in an Underwritten Offering to facilitate the timely preparation and delivery of certificates representing


 




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Registrable Notes to be sold,
which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust
Company, and enable such Registrable Notes to be in such denominations permitted by the Indenture and registered in such names
as the managing underwriter or underwriters, if any, in an Underwritten Offering or Holders may reasonably request.


 


(j) Use
its commercially reasonable efforts to cause the Registrable Notes covered by any Registration Statement to be registered with
or approved by such U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the
underwriter, if any, to consummate the disposition of such Registrable Notes, except as may be required solely as a consequence
of the nature of such selling Holder’s business, in which case the Company shall (and shall cause each Guarantor to) cooperate
in all reasonable respects with the filing of such Registration Statement and the granting of such approvals; provided that
neither the Company nor any Guarantor shall be required to (i) qualify generally to do business in any jurisdiction where
it is not then so qualified, (ii) take any action that would subject it to general service of process in any jurisdiction
where it is not then so subject or (iii) subject itself to taxation in any such jurisdiction where it is not then so subject.


 


(k) If (i) a
Shelf Registration is filed pursuant to Section 3, or (ii) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, upon the occurrence of any event contemplated by paragraph 6(e)(v) (other
than during a Shelf Suspension Period), as promptly as practicable, prepare and file with the SEC, at the expense of the Company
and the Guarantors, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus
or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Notes being sold thereunder or to the purchasers of the Exchange Notes
to whom such Prospectus will be delivered by a Participating Broker-Dealer, such Registration Statement will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein to make the statements not misleading
or such Prospectus or documents incorporated by reference or deemed to be incorporated by reference will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, and, if SEC review is required, use its commercially
reasonable efforts to cause such post-effective amendment to be declared effective as soon as possible.


 


(l) Use
its commercially reasonable efforts to cause the Registrable Notes covered by a Registration Statement to be rated with such appropriate
rating agencies, if so requested in writing by the Holders of a majority in aggregate principal amount of the Registrable Notes
covered by such Registration Statement or the managing underwriter or underwriters, if any.


 


(m) Prior
to the initial issuance of the Exchange Notes, (i) provide the Trustee with one or more certificates for the Exchange Notes
in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Exchange Notes.


 


(n) In connection
with an Underwritten Offering of Registrable Securities pursuant to a Shelf Registration filed pursuant to Section 3, enter
into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings
of debt securities similar to the Notes, as may be appropriate in the circumstances) and take all such other actions in connection
therewith (including those reasonably requested in writing by the managing underwriters, if any, or the Holders of a majority in
aggregate principal amount of the Registrable Notes being sold) in order to expedite or facilitate the registration or the disposition
of such Registrable Notes, and in such connection: (i) make such representations and warranties to the Holders and the underwriters,
if any, with respect to the business of the Company and its subsidiaries as then conducted, and the Registration Statement, Prospectus
and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope
as are customarily made by issuers to underwriters in underwritten offerings of debt securities similar to the Notes, as may be
appropriate in the circumstances, and confirm the same if and when reasonably required; (ii) use its commercially reasonable
efforts to obtain an opinion of counsel to the Company and the Guarantors and updates thereof (which counsel and opinions (in form,
scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and the Holders of a majority in aggregate
principal amount of the Registrable Notes being sold), addressed to each selling Holder and addressed to each of the underwriters,
if any, covering the matters customarily covered in opinions of counsel to the Company and the Guarantors requested in underwritten
offerings of debt securities similar to the Notes, as may be appropriate in the circumstances; (iii) use its commercially
reasonable efforts to obtain “cold comfort” letters and updates thereof (which letters and updates (in form, scope
and substance) shall be reasonably satisfactory to the managing underwriters) from the independent certified public accountants
of the Company and the Guarantors (and, if necessary, any other independent certified public accountants of any subsidiary of the
Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be,
included in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering
matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings of debt
securities similar to the Notes, as may be appropriate in the circumstances, and such other matters as reasonably requested in
writing by the underwriters; and


 




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(iv) deliver such documents
and certificates as may be reasonably requested in writing by the Holders of a majority in aggregate principal amount of the Registrable
Notes being sold and the managing underwriters, if any, to evidence the continued validity of the representations and warranties
of the Company and its subsidiaries made pursuant to clause (i) above and to evidence compliance with any conditions contained
in the underwriting agreement or other similar agreement entered into by the Company or any Guarantor.


 


(o) If (i) a
Shelf Registration is filed pursuant to Section 3, or (ii) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, make available for inspection by any selling Holder of such Registrable Notes
being sold, or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition
of Registrable Notes, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating
Broker-Dealer, as the case may be, or underwriter (collectively, the “Inspectors”), at the offices where normally
kept, during reasonable business hours and in a reasonable manner, all pertinent financial and other records and pertinent corporate
documents of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably requested
by them and necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors
and employees of the Company and its subsidiaries to supply all information reasonably requested in writing by any such Inspector
in connection with such Registration Statement; provided that the foregoing inspection and information gathering on behalf
of the Holders shall be coordinated by one counsel designated by and on behalf of the Holders. Each Inspector shall agree in writing
that it will keep the Records confidential and it will not disclose, any of the Records unless (A) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in such Registration Statement, (B) the release of such
Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (C) the information in such
Records is public or has been made generally available to the public other than as a result of a disclosure or failure to safeguard
by such Inspector or (D) disclosure of such information is, in the reasonable written opinion of counsel for any Inspector,
necessary or advisable in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially
involving such Inspector and arising out of, based upon, related to, or involving this Agreement, or any transaction contemplated
hereby or arising hereunder. Each selling Holder of such Registrable Notes and each such Participating Broker-Dealer will be required
to agree that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by
it as the basis for any market transactions in the securities of the Company unless and until such information is made generally
available to the public. Each Inspector, each selling Holder of such Registrable Notes and each such Participating Broker-Dealer
will be required to further agree that it will, upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and, to the extent practicable, use its commercially reasonable efforts to allow the Company,
at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential at its expense.


 


(p) Use
commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make generally available to
the security holders of the Company with regard to any Applicable Registration Statement earning statements satisfying the provisions
of section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later
than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year)
(i) commencing at the end of any fiscal quarter in which Registrable Notes are sold to underwriters in a firm commitment or
best efforts Underwritten Offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of
the first fiscal quarter of the Company after the effective date of a Registration Statement, which statements shall cover said
12-month periods.


 


(q) If the
Exchange Offer is to be consummated, upon delivery of the Registrable Notes by the Holders to the Company and the Guarantors (or
to such other Person as directed by the Company and the Guarantors) in exchange for the Exchange Notes, the Company and the Guarantors
shall mark, or caused to be marked, on such Registrable Notes that the Exchange Notes are being issued as substitute evidence of
the indebtedness originally evidenced by the Registrable Notes; provided that in no event shall such Registrable Notes be
marked as paid or otherwise satisfied.


 


(r) Cooperate
with each seller of Registrable Notes covered by any Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Notes and their respective counsel in connection with any filings required to be made with FINRA.


 


(s) Use
its commercially reasonable efforts to take all other steps reasonably necessary to effect the registration of the Registrable
Notes covered by a Registration Statement contemplated hereby.


 


(t) Each
seller of Registrable Notes or Participating Broker-Dealer as to which any registration is being effected shall furnish to the
Company such information regarding such seller or Participating Broker-Dealer and the distribution of such Registrable Notes as
the Company may, from time to time, reasonably request in writing. The Company may exclude from such registration the Registrable
Notes of any seller who fails to furnish such information within a reasonable time (which time in no event shall exceed 20 days,
subject to Section 3(d) hereof) after receiving such request. Each seller of Registrable Notes or Participating Broker-Dealer
as to


 




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which any registration is being
effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously
furnished by such seller not materially misleading.


 


(u) Each
Holder of Registrable Notes and each Participating Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes
to be sold by such Participating Broker-Dealer, as the case may be, that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 6(e)(ii)(B), 6(e)(ii)(D) and 6(e)(ii)(E) or the commencement of a Shelf Suspension
Period, such Holder will forthwith discontinue disposition of such Registrable Notes covered by a Registration Statement and such
Participating Broker-Dealer will forthwith discontinue disposition of such Exchange Notes pursuant to any Prospectus and, in each
case, forthwith discontinue dissemination of such Prospectus until such Holder’s or Participating Broker-Dealer’s receipt
of the copies of the supplemented or amended Prospectus contemplated by Section 6(k), or until it is advised in writing (the
“Advice”) by the Company that the use of the applicable Prospectus may be resumed, and has received copies of
any amendments or supplements thereto and, if so directed by the Company, such Holder or Participating Broker-Dealer, as the case
may be, will deliver to the Company all copies, other than permanent file copies, then in such Holder’s or Participating
Broker-Dealer’s possession, of the Prospectus covering such Registrable Notes current at the time of the receipt of such
notice. In the event the Company and the Guarantors shall give any such notice, the Applicable Period shall be extended by the
number of days during such periods from and including the date of the giving of such notice to and including the date when each
Participating Broker-Dealer shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 6(k)
or (y) the Advice.


 


Section 7.
Registration Expenses.


 


(a) All
fees and expenses incident to the performance of or compliance with this Agreement by the Company and the Guarantors shall be borne
by the Company and the Guarantors, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including,
without limitation: (i) all registration and filing fees, including, without limitation, (A) fees with respect to filings
required to be made with FINRA in connection with any underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements
of one counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility
of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the Holders are located,
in the case of the Exchange Notes, or (y) as provided in Section 6(h), in the case of Registrable Notes or Exchange Notes
to be sold by a Participating Broker-Dealer during the Applicable Period), (ii) printing expenses, including, without limitation,
expenses of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriter or underwriters, if
any, in an Underwritten Offering or by the Holders of a majority in aggregate principal amount of the Registrable Notes included
in any Shelf Registration or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger,
telephone and delivery expenses incurred in connection with the performance of their obligations hereunder, (iv) fees and
disbursements of counsel for the Company, the Guarantors and, to the extent provided in Section 7(b), the Holders, (v) fees
and disbursements of all independent certified public accountants referred to in Section 6 (including, without limitation,
the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating
agency fees, if any, and the fees and expenses incurred in connection with making Exchange Notes eligible for trading through the
Depository Trust Company, (vii) Securities Act liability insurance, if the Company and the Guarantors desire such insurance,
(viii) fees and expenses of all other Persons retained by the Company and the Guarantors, (ix) fees and expenses of any
“qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3
of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises
due to a relationship with the Company and the Guarantors, (x) internal expenses of the Company and the Guarantors (including,
without limitation, all salaries and expenses of officers and employees of the Company or the Guarantors performing legal or accounting
duties), (xi) the expense of any annual audit, (xii) the fees and expenses of the Trustee and the Exchange Agent and
(xiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements
and indentures relating to the Notes or the Exchange Notes and any other documents necessary in order to comply with this Agreement.
Notwithstanding anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters
with respect to any Registrable Notes sold by or on behalf of it.


 


(b) The
Company and the Guarantors shall reimburse the Holders for the reasonable fees and disbursements of not more than one counsel chosen
by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Shelf Registration. The
Company and the Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance
or delivery of the Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes
payable in respect of any transfer involved in the issuance or delivery of any Exchange Note in a name other than that of the Holder
of the Note in respect of which such Exchange Note is being issued. The Company and the Guarantors shall reimburse the Holders
for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights
of the Holders under this Agreement.


 




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Section 8.
Indemnification.


 


(a) Indemnification
by the Company and the Guarantors. The Company and the Guarantors jointly and severally agree to indemnify and hold harmless
each Holder of Registrable Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each
Person, if any, who controls each such Holder (within the meaning of Section 15 of the Securities Act or Section 20(a)
of the Exchange Act) and the officers, directors, agents, employees and partners of each such Holder, Participating Broker-Dealer
and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8)
and reasonable expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating,
preparing, pursuing or defending against any of the foregoing) (collectively, “Losses”), as incurred, directly
or indirectly caused by, related to, based upon, or arising out of or in connection with, in the case of the Registration Statement
or in any amendments thereto, any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein to make
the statements not misleading, or in the case of any Prospectus or form of prospectus, or in any amendment or supplement thereto,
or in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained therein or any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, except insofar as such Losses are solely based upon information
relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors by such Holder
or Participating Broker-Dealer or their counsel expressly for use therein.


 


(b) Indemnification
by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto,
or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in
writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement,
Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold
harmless the Company, the Guarantors, their respective directors, officers, agents, employees and each Person, if any, who controls
the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange
Act), and the directors, officers, employees and partners of such controlling persons, to the fullest extent lawful, from and against
all Losses arising out of or based upon, in the case of the Registration Statement or in any amendments thereto, untrue or alleged
untrue statement of a material fact contained therein or any omission or alleged omission to state therein a material fact required
to be stated therein to make the statements not misleading, or in the case of any Prospectus or form of prospectus, or in any amendment
or supplement thereto, or in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained therein
or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that
such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted
solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact
contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly
for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than
such Holder’s Maximum Contribution Amount (as defined below).


 


(c) Conduct
of Indemnification Proceedings. If any proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the party or parties from which such
indemnity is sought (the “Indemnifying Party” or “Indemnifying Parties”, as applicable) in
writing; but the failure to so notify the Indemnifying Party (i) will not relieve such Indemnifying Party from any liability
under paragraph (a) or (b) above unless and only to the extent it is materially prejudiced as a result thereof and (ii) will
not, in any event, relieve the Indemnifying Party from any obligations to any Indemnified Party other than the indemnification
obligation provided in paragraphs (a) and (b) above.


 


The Indemnifying
Party shall have the right, exercisable by giving written notice to an Indemnified Party, within 20 Business Days after receipt
of written notice from such Indemnified Party of such proceeding, to assume, at its expense, the defense of any such proceeding;
provided, that an Indemnified Party shall have the right to employ separate counsel in any such proceeding and to participate
in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or parties
unless: (1) the Indemnifying Party has agreed to pay such fees and expenses; or (2) the Indemnifying Party shall have
failed promptly to assume the defense of such proceeding or shall have failed to employ counsel reasonably satisfactory to such
Indemnified Party; or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified
Party and the Indemnifying Party or any of its affiliates or controlling persons, and such Indemnified Party shall have been advised
by counsel that there may be one or more defenses available to such Indemnified Party that are in addition to, or in conflict with,
those defenses available to the Indemnifying Party or such affiliate or controlling person (in which case, if such Indemnified
Party notifies the


 




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Indemnifying Parties in writing
that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the
right to assume the defense and the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party;
it being understood, however, that, the Indemnifying Party shall not, in connection with any one such proceeding or separate but
substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances,
be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any
time for such Indemnified Party).


 


No Indemnifying
Party shall be liable for any settlement of any such proceeding effected without its written consent, which shall not be unreasonably
withheld, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such proceeding, each
Indemnifying Party jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify and hold
harmless each Indemnified Party from and against any and all Losses by reason of such settlement or judgment. The Indemnifying
Party shall not consent to the entry of any judgment or enter into any settlement without the consent of an Indemnified Party,
which shall not be unreasonably withheld, unless such judgment or settlement (i) includes as an unconditional term thereof
the giving by the claimant or plaintiff to each Indemnified Party of a release, in form and substance reasonably satisfactory to
the Indemnified Party, from all liability in respect of such proceeding for which such Indemnified Party would be entitled to indemnification
hereunder (whether or not any Indemnified Party is a party thereto) and (ii) does not include a statement assigning, or an
admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.


 


(d) Contribution.
If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or is insufficient to hold such
Indemnified Party harmless for any Losses in respect of which this Section 8 would otherwise apply by its terms (other than
by reason of exceptions provided in this Section 8), then each applicable Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall have a joint and several obligation to contribute to the amount paid or payable by such Indemnified Party
as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the
one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted
in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one
hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied
by such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent any such statement or omission. The amount paid or payable by an Indemnified Party as a result of any Losses
shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any proceeding,
to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 8(a)
or 8(b) was available to such party.


 


The parties
hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in
the immediately preceding paragraph. Notwithstanding the provisions of this Section 8(d), a selling Holder shall not be required
to contribute, in the aggregate, any amount in excess of such Holder’s Maximum Contribution Amount. A selling Holder’s
“Maximum Contribution Amount” shall equal the excess of (i) the aggregate net proceeds received by such
Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute
pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Notes held by
each Holder hereunder and not joint. The Company’s and the Guarantors’ obligations to contribute pursuant to this Section 8(d)
are joint and several.


 


The indemnity
and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may
have to the Indemnified Parties.


 


Section 9.
Rules 144 and 144A.


 


(a) The
Company covenants that, so long as the Registrable Notes remain outstanding, it shall (i) file the reports required to be
filed by it (if so required) under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is
not required to file such reports, it will, upon the written request of any Holder of Registrable Notes, make publicly available
other information necessary to permit sales pursuant to Rule 144 and Rule 144A and (ii) take such further action as any Holder
may reasonably request in writing, all to the extent required from time to time to enable such Holder to sell Registrable Notes
without registration under the Securities Act pursuant to the exemptions provided by Rule 144 and Rule 144A.


 




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(b) Availability
of Rule 144 Not Excuse for Obligations under Section 2. The fact that Holders of Registrable Notes may become eligible
to sell such Registrable Notes pursuant to Rule 144 shall not (1) cause such Notes to cease to be Registrable Notes or (2) excuse
the Company’s and the Guarantors’ obligations set forth in Section 2 of this Agreement, including without limitation
the obligations in respect of an Exchange Offer, Shelf Registration and Additional Interest.


 


Section 10.
Underwritten Registrations of Registrable Notes.


 


If any of
the Registrable Notes covered by any Shelf Registration are to be sold in an Underwritten Offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal
amount of such Registrable Notes included in such offering; provided, however, that such investment banker or investment bankers
and manager or managers must be reasonably acceptable to the Company. The Company shall be required to effect an Underwritten Offering
only if the Company is required to file a Shelf Registration and in no event shall the Company be required to effect more than
three Underwritten Offerings pursuant to this Agreement.


 


No Holder
of Registrable Notes may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such
Holder’s Registrable Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder
to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting arrangements.


 


Section 11.
Miscellaneous.


 


(a) No
Inconsistent Agreements. The Company and each of the Guarantors have not entered, as of the date hereof, and the Company and
each of the Guarantors shall not enter, after the date of this Agreement, into any agreement with respect to any of its securities
that is inconsistent with the rights granted to the Holders of Securities in this Agreement or otherwise conflicts with the provisions
hereof. The Company and each of the Guarantors have not entered and will not enter into any agreement with respect to any of its
securities that will grant to any Person piggy-back rights with respect to a Registration Statement.


 


(b) Adjustments
Affecting Registrable Notes. The Company shall not, directly or indirectly, take any action with respect to the Registrable
Notes as a class that would adversely affect the ability of the Holders to include such Registrable Notes in a registration undertaken
pursuant to this Agreement.


 


(c) Amendments
and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given, other than with the prior written consent of the Holders of not less than a majority
in aggregate principal amount of the then outstanding Registrable Notes in circumstances that would adversely affect any Holders
of Registrable Notes; provided, however, that Section 8 and this Section 11(c) may not be amended, modified
or supplemented without the prior written consent of each Holder. Notwithstanding the foregoing, a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Notes whose
securities are being tendered pursuant to the Exchange Offer or sold pursuant to a Shelf Registration and that does not directly
or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Notes may be given by Holders of at
least a majority in aggregate principal amount of the Registrable Notes being tendered or being sold by such Holders pursuant to
such Shelf Registration.


 


(d) Notices.
All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, next-day air courier or facsimile:


 


(i)
if to a Holder of Securities or to any Participating Broker-Dealer, at the most current address of such Holder or Participating
Broker-Dealer, as the case may be, set forth on the records of the registrar of the Notes, with a copy in like manner to the Initial
Purchasers as follows:


 


Jefferies LLC


520 Madison Avenue


New York, New York
10022


Facsimile: 212-284-2280


Attention: General
Counsel


 


with a copy
to:


Latham & Watkins
LLP


885 Third Avenue


New York, New York
10022


 




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Facsimile: 212-751-4864


Attention: Marc Jaffe,
Esq.


(ii)
if to the Initial Purchasers, at the address specified in Section 11(d)(i);


(iii)
if to the Company or any Guarantor, as follows:


BioScrip, Inc.


100 Clearbrook Road


Elmsford, NY 10523


Attention: General
Counsel


 


with a copy
to:


Dechert LLP


Scott Zimmerman,
Esq.


1095 Avenue of the
Americas


New York, NY 10036


Facsimile: 212-698-3599


 


All such
notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business
Days after being deposited in the United States mail, postage prepaid, if mailed; one Business Day after being timely delivered
to a next-day air courier guaranteeing overnight delivery; and when receipt is acknowledged by the addressee, if sent by facsimile.


Copies of
all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee
under the Indenture at the address specified in such Indenture.


 


(e) Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties
hereto, including, without limitation and without the need for an express assignment, subsequent Holders of Securities.


 


(f) Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(g) Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(h) Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE
COMPANY AND THE GUARANTORS HEREBY EXPRESSLY AND IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE
COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS, AND (II) WAIVES (A) ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT, THE TRANSACTIONS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE
INITIAL PURCHASERS AND FOR ANY COUNTERCLAIM RELATED TO ANY OF THE FOREGOING AND (B) ANY OBLIGATION WHICH IT MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS SAID ADDRESS, SUCH SERVICE TO
BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.


 


(i) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such


 




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term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void
or unenforceable.


 


(j) Securities
Held by the Company or Its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Securities
is required hereunder, Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities
Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.


 


(k) Third
Party Beneficiaries. Holders and Participating Broker-Dealers are intended third party beneficiaries of this Agreement and
this Agreement may be enforced by such Persons. No other Person is intended to be, or shall be construed as, a third party beneficiary
of this Agreement.


 


(l) Entire
Agreement. This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein
and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understanding, correspondence,
conversations and memoranda between the Initial Purchasers on the one hand and the Company and the Guarantors on the other, or
between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest
with respect to the subject matter hereof and thereof are merged herein and replaced hereby.


 


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	BIOSCRIP, INC.
	 	 
	 	By:	 /s/ Kimberlee C. Seah
	 	 	Name:	Kimberlee C. Seah
	 	 	Title:	Senior Vice President and General Counsel
	 	 
	 	Each of the Guarantors Listed on Schedule I hereto
	 	 
	 	By:	 /s/ Kimberlee C. Seah
	 	 	Name:	Kimberlee C. Seah
	 	 	Title:	Senior Vice President and General Counsel


 




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ACCEPTED AND AGREED TO:


 


	JEFFERIES LLC	 
	 	 
	 	Acting on behalf of itself	 
	 	and as the Representative of	 
	 	the several Initial Purchasers	 
	 	 	 
	By:	/s/ Chris Burns	 
	 	Name: Chris Burns	 
	 	Title: Managing Director	 


 




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SCHEDULE
I


 


GUARANTORS:


 


Applied Health
Care, LLC


 


BioScrip Infusion
Management, LLC


 


BioScrip Infusion
Services, Inc.


 


BioScrip Infusion
Services, LLC


 


BioScrip Medical
Supply Services, LLC


 


BioScrip Nursing
Services, LLC


 


BioScrip PBM
Services, LLC


 


BioScrip Pharmacy
(NY), Inc.


 


BioScrip Pharmacy
(Puerto Rico), Inc.


 


BioScrip Pharmacy
Services, Inc.


 


BioScrip Pharmacy,
Inc.


 


Bradhurst Specialty
Pharmacy, Inc.


 


Cedar Creek
Home Health Care Agency, LLC


 


Chronimed,
LLC


 


CHS Holdings,
Inc.


 


Critical Homecare
Solutions, Inc.


 


Deaconess Enterprises,
LLC


 


Deaconess HomeCare,
LLC


 


East Goshen
Pharmacy, Inc.


 


Elk Valley
Health Services, LLC


 


Elk Valley
Home Health Care Agency, LLC


 


Elk Valley
Professional Affiliates, Inc.


 




    	19



    	 



    

 


Gericare, LLC


 


HomeChoice
Partners, Inc.


 


Infusal Partners


 


InfuCenters,
LLC


 


InfuScience
HHA, LLC


 


InfuScience,
Inc.


 


InfuScience
South Carolina, LLC


 


InfuScience
Subs, Inc.


 


Infusion Partners
of Brunswick, LLC


 


Infusion Partners
of Melbourne, LLC


 


Infusion Partners,
LLC


 


Infusion Solutions,
Inc.


 


Infusion Therapy
Specialists, Inc.


 


Knoxville Home
Therapies, LLC


 


National Health
Infusion, Inc


 


Natural Living,
Inc.


 


New England
Home Therapies, Inc.


 


Nutri USA,
Inc.


 


Option Health,
Ltd.


 


PHCS Acquisition
Co, Inc.


 


Professional
Home Care Services, Inc.


 


Regional Ambulatory
Diagnostics, Inc.


 


Scott-Wilson,
Inc.


 


South Mississippi
Home Health, Inc.


 


South Mississippi
Home Health, Inc.


 




    	20



    	 



    

 


South Mississippi
Home Health, Inc.


 


South Mississippi
Home Health, Inc.


 


Specialty Pharma,
Inc.


 


Wilcox Medical,
Inc.


 




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