Exhibit 4.1


 


EXECUTION VERSION


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of March 9, 2015, by and among BioScrip, Inc.,
a Delaware corporation (the “Company”), Coliseum Capital Partners, L.P., a Delaware limited partnership,
Coliseum Capital Partners II, L.P., a Delaware limited partnership and Blackwell Partners, LLC, Series A, a Georgia limited liability
company (each a “Stockholder” and collectively, the “Stockholders”). Each of
the Company and the Stockholders may be referred to in this Agreement as a “Party,” and, collectively,
as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings assigned
such terms in Section 9 of this Agreement.


 


A.            The
Company and the Stockholders are parties to that certain Securities Purchase Agreement, dated as of March 9, 2015 (the “Purchase
Agreement”), pursuant to which the Stockholders are purchasing an aggregate of 625,000 shares of Series A Convertible
Preferred Stock of the Company, $0.0001 par value per share (the “Purchased Shares”) and warrants to
purchase shares of the Company’s common stock equaling 5.0% of the fully diluted common stock of the Company (“Warrants”).


 


B.            In
connection with the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the Purchase Agreement, the
Parties desire to enter into this Agreement in order to grant to the Stockholders and certain of its permitted transferees certain
demand and piggyback registration rights covering the Purchased Shares, all in accordance with the terms and conditions set forth
below.


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Stockholders hereby agree as follows:


 


1.           Demand
Registrations.


 


(a)          Short-Form
Registrations. At any time after twelve (12) months following the date hereof, each Holder may request registration under the
Securities Act of all or any portion of its Registrable Securities on Form S-3 or any successor form (each, a “Short-Form
Registration”), which may, if so requested, be a “shelf” registration under Rule 415 under the Securities
Act. A registration shall not count as one of the permitted Short-Form Registrations unless and until a registration statement
relating thereto has become effective under the Securities Act. Each request for a Short-Form Registration shall specify the number
of Registrable Securities requested to be registered.


 


(b)          Long-Form
Registrations. At any time that a Holder is then eligible to request registration under the Securities Act of all or any portion
of its Registrable Securities but where Short-Form Registration pursuant to Section 1(a) of this Agreement is not available
to be used by the Company in respect of such proposed registration, but in no event earlier than twelve (12) months following the
date hereof, each Holder shall be entitled to request a registration on Form S-1 or any similar form (each, a “Long-Form
Registration”). A registration shall not count as one of the permitted Long-Form Registrations unless and until a
registration statement relating thereto has become effective under the Securities Act and each requesting Holder is able to register
and sell at least thirty percent (30%) of its Registrable Securities thereunder.


 




    	 



    	 



    

 


(c)          Priority
on Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering
at any time, subject to this Section 1 by delivering to the Company a notice setting forth such request and the number of
Registrable Securities sought to be disposed of by such Holder in such underwritten offering. All Holders proposing to participate
in such underwriting shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such
underwriting by a Majority-in-Interest of the Registrable Securities included in such offering, which underwriter(s) shall be reasonably
acceptable to the Company, provided that, with respect to such underwriting agreement or any other documents reasonably required
under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the
Company or any other stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section
6(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents
required under the terms of such underwriting agreement.   If the managing underwriter(s) for an underwritten offering
advise(s) the Company and the Holders in writing that the dollar amount or number of Registrable Securities which the Holders desire
to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common Stock
or other securities, if any, as to which registration has been requested pursuant to written contractual piggyback registration
rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or
maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing,
the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities,
as applicable, the “Maximum Threshold”), then the Company shall include in such registration:  (1) first,
the Registrable Securities (pro rata in accordance with the number of Registrable Securities which such Holders have requested
be included in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each
such Person) that can be sold without exceeding the Maximum Threshold; (2) second, to the extent that the Maximum Threshold
has not been reached under the foregoing clause (1), the Common Stock or other securities that the Company desires to sell
that can be sold without exceeding the Maximum Threshold; (3) third, to the extent that the Maximum Threshold has not
been reached under the foregoing clauses (1) and (2), the Common Stock or other securities for the account of other Persons
that the Company is obligated to register pursuant to written contractual arrangements, if any, with such Persons and that can
be sold without exceeding the Maximum Threshold; and (4) fourth, to the extent that the Maximum Threshold has not been
reached under the foregoing clauses (1), (2) and (3), the Common Stock that other stockholders desire to sell that can be
sold without exceeding the Maximum Threshold to the extent that the Company, in its sole discretion, wishes to permit such sales
pursuant to this clause (4).


 


A request for an underwritten
offering may be withdrawn by Holders of a majority of the Registrable Securities proposed to be included in such offering prior
to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering
which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as
a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand
Registration by the Holders initiating such Demand Registration are, in fact, registered in such registration.


 




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(d)          The
Company shall not be obligated to effect (i) more than 4 Short-Form Registrations or 1 Long-Form Registrations pursuant to this
Agreement, (ii) more than one Demand Registration (including any underwritten offering) during any nine-month period or (iii) any
Demand Registration unless the number of Registrable Securities sought to be registered on such Registration Statement is at least
30% of the Registrable Securities in the case of a Short-Form Registration and 50% of the Registrable Securities in the case of
a Long-Form Registration (subject to adjustment for any stock dividend or stock split or in connection with an exchange or combination
of shares, recapitalization, merger, consolidation or other reorganization).


 


(e)          If
the filings contemplated herein are not permitted under the rules and regulations promulgated by the Securities and Exchange Commission
or by any Commission Guidance, then within ninety (90) days after a written request by one or more Holders to register for resale
any additional Registrable Securities owned by such Holders that have not been registered for resale on a “shelf” Registration
Statement, the Company shall file a Registration Statement similar to the Registration Statement then effective (each, a “Follow-On
Registration Statement”), to register for resale 100%, or such portion as permitted by Commission Guidance (provided
that the Company shall use commercially reasonable efforts to advocate with the Securities and Exchange Commission for the registration
of all or the maximum number of the Registrable Securities as permitted by Commission Guidance), of such additional Registrable
Securities. The Company shall give written notice of the filing of the Follow-On Registration Statement at least twenty-five (25)
days prior to filing the Follow-On Registration Statement to all Holders (the “Follow-On Registration Notice”)
and shall include in such Follow-On Registration Statement all such additional Registrable Securities with respect to which the
Company has received written requests for inclusion therein within twenty (20) days after sending the Follow-On Registration Notice.
Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Registration Statement (i) if it has filed
a Follow-On Registration Statement within the prior 12-month period, or (ii) if the aggregate amount of additional Registrable
Securities requested to be registered on such Follow-On Registration Statement is less than 50% of the Registrable Securities (subject
to adjustment for any stock dividend or stock split or in connection with an exchange or combination of shares, recapitalization,
merger, consolidation or other reorganization). The Company shall use commercially reasonable efforts to cause such Follow-On Registration
Statement to be declared effective as promptly as practicable after filing such Follow-On Registration Statement.


 


(f)          Notwithstanding
any other provision of this Agreement, if any Commission Guidance sets forth a limitation of the number of Registrable Securities
to be registered on a particular Registration Statement (notwithstanding the Company’s commercially reasonable efforts to
advocate with the Securities and Exchange Commission for the registration of all or a greater number of Registrable Securities),
then, unless otherwise directed in writing by a Holder as to its Registrable Securities, the amount of Registrable Securities to
be registered on such Registration Statement will be reduced pro rata among the Holders based on the total number of unregistered
Registrable Securities held by such Holders.


 




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2.           Piggyback
Registrations.


 


(a)          Right
to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act, and the registration
form proposed to be used may be used to register the resale of Registrable Securities (each, a “Piggyback Registration”),
the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date
of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and
shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which
the Company has received a written request from each Holder for inclusion therein within five (5) Business Days following such
Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback
Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with
the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or
any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty
with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall
be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney,
indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement.  No registration
effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required
by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this
Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company
shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating
in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection
with such registration.


 


(b)          Reduction
of Offering. If the managing underwriter(s) for a Piggyback Registration that is to be an underwritten offering advises
the Company and the Holders that in their opinion the dollar amount or number of Common Stock or other securities which the Company
desires to sell, taken together with Common Stock or other securities, if any, as to which registration has been demanded pursuant
to written contractual arrangements with third parties, if any, the Registrable Securities as to which registration has been requested
under this Section 2, and the Common Stock or other securities as to which registration has been requested pursuant
to the written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Threshold, then
the Company shall include in any such registration:


 


(i)          If
the registration is undertaken for the Company’s account:  (A)  first, the Common Stock or other securities
that the Company desires to sell that can be sold without exceeding the Maximum Threshold, and (ii)  second, to the
extent that the Maximum Threshold has not been reached under the foregoing clause (A), the Registrable Securities and the
Common Stock or other securities proposed to be sold for the account of other Persons that the Company is obligated to register
pursuant to any written contractual piggyback registration rights with such Persons and that can be sold without exceeding the
Maximum Threshold (pro rata in accordance with the number of Registrable Securities and Common Stock or other securities which
such Holders and other Persons have requested be included in such underwritten offering, regardless of the number of Registrable
Securities and Common Stock or other securities held by each such Holder or other Person), and


 




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(ii)         If
the registration is a “demand” registration undertaken at the demand of one or more Persons other than the Company
and any Holder, (A)  first, the Common Stock or other securities for the account of such demanding Persons that can
be sold without exceeding the Maximum Threshold; (B)  second, to the extent that the Maximum Threshold has not been
reached under the foregoing clause (A), the Common Stock or other securities that the Company desires to sell that can be
sold without exceeding the Maximum Threshold; and (C)  third, to the extent that the Maximum Threshold has not been
reached under the foregoing clauses (A) and (B), the Registrable Securities and the Common Stock or other securities proposed
to be sold for the account of other Persons that the Company is obligated to register pursuant to any written contractual piggyback
registration rights with such Persons and that can be sold without exceeding the Maximum Threshold (pro rata in accordance
with the number of Registrable Securities and Common Stock or other securities which such Holders and other Persons have requested
be included in such underwritten offering, regardless of the number of Registrable Securities and Common Stock or other securities
held by each such Holder or other Person).


 


(c)          Selection
of Underwriters. If any Piggyback Registration is an underwritten primary offering, the investment banker(s) and manager(s)
for the offering shall be selected by the Company.


 


3.           Market
Standoff Agreement.


 


(a)          The
Company (i) shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable
or exercisable for such securities, during the period beginning on the date the Company receives a request for an underwritten
offering from any Holder and continuing until sixty (60) days after the commencement of an underwritten offering, unless the underwriters
managing the registered public offering otherwise agree after consultation with a Majority-in-Interest, and (ii) shall cause each
executive officer and director of the Company and each holder of its Common Stock, or any securities convertible into or exchangeable
or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a
registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 under
the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted),
unless the underwriters managing the registered public offering otherwise agree.


 




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(b)          Each
Holder of Registrable Securities agrees that in connection with any public offering of the Company's equity securities, or any
securities convertible into or exchangeable or exercisable for such securities, and upon the request of the managing underwriter(s)
in such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during the period commencing
on the date that is ten (10) days prior to the consummation of such offering and continuing until sixty (60) days after the commencement
of an underwritten offering, (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any
option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any
such securities are then owned by the Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.
The foregoing provisions of this Section 3(b) shall not apply to sales of Registrable Securities to be included in such
offering pursuant to Sections 1 and 2, and shall be applicable to the holders of Registrable Securities only if all executive
officers and directors of the Company and each holder of its Common Stock, or any securities convertible into or exchangeable or
exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement are subject to the same
restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested
by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect
thereto. Notwithstanding anything to the contrary contained in this Section 3(b), each holder of Registrable Securities shall
be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3(b) in the event and to the extent
that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up
agreement pertaining to any executive officer, director or other holder of Common Stock.


 


4.           Registration
Procedures.


 


(a)          Whenever
the Holder has requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use commercially
reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the Holder’s
intended method of disposition thereof, and pursuant thereto the Company shall:


 


(i)          (A)
prepare and file with the Securities and Exchange Commission a Registration Statement with respect to such Registrable Securities
as soon as reasonably practicable, but in any event within twenty (20) days, if a Short-Form Registration, and thirty (30) days,
if a Long-Form Registration, following the date of a demand for registration pursuant to Section 1(a) or Section 1(b)
of this Agreement, as applicable, and (B) use commercially reasonable efforts to cause such Registration Statement (1) to become
effective as soon as practicable, and in any event within fifteen (15) days, if the Securities and Exchange Commission indicates
it will not review the Registration Statement, and ninety (90) days, if the Securities and Exchange Commission indicates it will
review the Registration Statement, following the date of filing such Registration Statement (provided that before filing a Registration
Statement or prospectus or any amendments or supplements thereto, the Company shall furnish to one counsel selected by Holders
of a majority of the Registrable Securities proposed to be included therein copies of all such documents proposed to be filed,
which documents shall be subject to the review and comment of such counsel) and (2) to remain effective and in compliance with
the provisions of the Securities Act until all Registrable Securities (and any other securities, if applicable) covered by such
Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration
Statement or such securities have been withdrawn;


 




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(ii)         respond
to written comments received from the Securities and Exchange Commission upon a review of any Registration Statement in a timely
manner;


 


(iii)        promptly
notify each Holder of the effectiveness of each Registration Statement filed hereunder; by 9:30 a.m. (New York time) on the second
Business Day following such effectiveness, file with the Securities and Exchange Commission in accordance with Rule 424 under the
Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement; and prepare and
file with the Securities and Exchange Commission such amendments and supplements to such Registration Statement and the prospectus
used in connection therewith, and otherwise take such actions, as may be necessary to keep such Registration Statement effective
until the earlier of (A) the date as of which each Holder may sell all of the Registrable Securities covered by such Registration
Statement pursuant to Rule 144 under the Securities Act without limitation, restriction or condition thereunder, and (B) the date
on which all of such Registrable Securities have been disposed of by each Holder, and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with
the intended methods of disposition by the sellers thereof set forth in such Registration Statement;


 


(iv)        promptly
furnish to each Holder such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus
included in such Registration Statement (including each preliminary prospectus) and such other documents as the Holders may reasonably
request in order to facilitate the disposition of the Registrable Securities owned by each Holder;


 


(v)         if
applicable, use commercially reasonable efforts to register or qualify the shares covered by such Registration Statement under
such other securities or blue sky laws of such jurisdictions as each Holder shall reasonably request and do any and all other acts
and things which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions
of the Registrable Securities owned by such Holder (provided that the Company shall not be required to (A) qualify generally to
do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (B) subject itself
to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction);


 


(vi)        notify
each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in such Registration Statement contains an untrue statement of a material
fact or omits any fact necessary to make the statements therein not misleading, and, as expeditiously as possible following the
happening of such event, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading;


 




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(vii)       without
limiting any obligations of the Company under the Purchase Agreement, use its commercially reasonable efforts to (x) cause all
such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then
listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (y) if such
listing is not then permitted, or no similar securities issued by the Company are then so listed, secure a designation and quotation
of all of the Registrable Securities covered by each Registration Statement on the OTC Bulletin Board;


 


(viii)      provide
a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;


 


(ix)         enter
into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Holders
or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities
(including effecting a stock split or a combination of shares);


 


(x)          make
available for inspection by any underwriter participating in any disposition pursuant to such Registration Statement and any attorney,
accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents
and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply
all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration
Statement;


 


(xi)         otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission,
and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at
least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date
of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder, and which requirement will be deemed satisfied if the Company timely files complete and accurate information
on Forms 10-Q and 10-K and Current Reports on Form 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities
Act;


 


(xii)        in
the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending
or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such Registration
Statement for sale in any jurisdiction, the Company shall promptly notify each Holder and use commercially reasonable efforts promptly
to obtain the withdrawal of such order;


 




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(xiii)       use
commercially reasonable efforts to cause such Registrable Securities covered by such Registration Statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to enable the Holders thereof to consummate
the disposition of such Registrable Securities;


 


(xiv)      permit
any Holder who, in the reasonable judgment of the Company upon the advice of counsel, might be deemed to be an underwriter or controlling
person of the Company, and, if applicable, any underwriter, a cold comfort letter from the Company’s independent public accountants
in customary form and covering such matters of the type customarily covered by cold comfort letters as the Holders of a majority
of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least ten
percent (10%) of the securities covered by such Registration Statement); and


 


(xv)       cooperate
with each Holder and any broker or dealer through which any such Holder proposes to sell its Registrable Securities in effecting
a filing with FINRA pursuant to FINRA Rule 5110 as requested by such Holder.


 


(b)          Each
Holder that requested that any Registrable Securities be registered pursuant to this Agreement shall deliver to the Company such
requisite information with respect to itself and its Registrable Securities as the Company may reasonably request for inclusion
in the Registration Statement (and the prospectus included therein) as is necessary to comply with all applicable rules and regulations
of the Securities and Exchange Commission, and that it will promptly notify the Company of any material changes in the information
set forth in the Registration Statement furnished by or regarding the Holder or its plan of distribution.


 


(c)          The
Holders shall not effect sales of the shares covered by the Registration Statement (i) prior to the withdrawal of any stop
order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related
prospectus or suspending the registration or qualification of any Registrable Securities included in the Registration Statement
for sale in any jurisdiction where such shares had previously been registered or qualified or (ii) after receipt of facsimile
or other written notice from the Company instructing such Holders to suspend sales to permit the Company to correct or update the
Registration Statement or prospectus until such Holder receives copies of a supplemented or amended prospectus that corrects the
misstatement(s) or omission(s) referred to above and receives notice that any required post-effective amendment has become effective.
Such Holder agrees that it will immediately discontinue offers and sales of Registrable Securities under the Registration Statement
until such Holder receives copies of a supplemented or amended prospectus that corrects the misstatement(s) or omission(s) referred
to above and receives notice that any post-effective amendment has become effective.


 




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(d)          Notwithstanding
anything herein to the contrary, the Company shall have the right to suspend the use of a Registration Statement for a period of
not greater than forty-five (45) consecutive days and for not more than ninety (90) days in any twelve (12) month period (“Blackout
Period”), if, in the good faith opinion of the Board of Directors of the Company, after consultation with counsel, material,
nonpublic information exists, including without limitation the proposed acquisition or divestiture of assets by the Company, a
strategic alliance or a financing transaction involving the Company or the existence of pending material corporate developments,
the public disclosure of which would be necessary to cause the Registration Statement to be materially true and to contain no material
misstatements or omissions, and in each such case, where, in the good faith opinion of the Board of Directors, such disclosure
would be reasonably likely to have a Material Adverse Effect (as defined in the Securities Purchase Agreement) on the Company or
on the proposed transaction. The Company must give the Holders notice promptly upon knowledge that a Blackout Period (without indicating
the nature of such Blackout Period) may occur and prompt written notice if a Blackout Period will occur and such notices must be
acknowledged in writing by the Investors. Upon the conclusion of a Blackout Period the Company shall provide the Holder written
notice that the Registration Statement is again available for use.


 


5.           Registration
Expenses. All expenses (other than Selling Expenses) incident to the Company’s performance of or compliance with this
Agreement, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue
sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements
of counsel for the Company and independent certified public accountants, underwriters (excluding fees, discounts and commissions)
and other persons retained by the Company, and reasonable fees and expenses of one counsel for the Holders in connection with any
Demand Registration or Piggyback Registration (all such expenses being herein called “Registration Expenses”),
shall be borne by the Company. The Company shall not be liable for any Selling Expenses. As used herein, the term “Selling
Expenses” shall mean, collectively, any selling commissions, discounts or brokerage fees. Selling Expenses shall be borne
by the respective seller thereof, in proportion to the respective number of shares of Registrable Securities sold by each of them.


 


6.           Holder's
Obligations. Each Holder covenants and agrees that, in the event the Company informs such Holder in writing that it does not
satisfy the conditions specified in Rule 172 and, as a result thereof, such seller is required to deliver a prospectus in connection
with any disposition of Registrable Securities, it will comply with the prospectus delivery requirements of the Securities Act
as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to
the Registration Statement, and shall sell the Registrable Securities only in accordance with a method of distribution described
in the Registration Statement.


 




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7.           Indemnification.


 


(a)          The
Company shall indemnify, to the extent permitted by applicable law, each Holder, its officers, directors, partners, managers, members,
investment managers, employees, agents and representatives, and each Person who controls each Holder (within the meaning of Section
15 the Securities Act and Section 20 of the Exchange Act) against all losses, claims, damages, liabilities and expenses (including
reasonable legal expenses) arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in
(or incorporated by reference therein) any Registration Statement, free writing prospectus, prospectus or preliminary prospectus,
filing under any state securities (or blue sky) law or any amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including any state securities law,
or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement,
or (iii) any breach or violation of this Agreement; provided, however, that the Company shall not be liable to any such indemnified
party in any such case to the extent that (A) such claim arises out of or is based upon any untrue statement or alleged untrue
statement of a material fact contained in (or incorporated by reference therein) any Registration Statement, free writing prospectus,
prospectus or preliminary prospectus, filing under any state securities (or blue sky) law or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact in reliance upon and in conformity with information furnished to
the Company by or on behalf of such Holder or its representatives by or on behalf of such Holder expressly for use therein, or
(B) such claim is related to the use by a Holder or underwriter, if any, of an outdated or defective prospectus after such party
has received written notice from the Company that such prospectus is outdated or defective. In connection with an underwritten
offering, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters
(within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders
of Registrable Securities.


 


(b)          Each
Holder shall, severally and not jointly, to the extent permitted by applicable law, indemnify the Company, its directors and officers
and each Person who controls the Company (within the meaning of Section 15 the Securities Act and Section 20 of the Exchange Act),
to the fullest extent permitted by applicable law, against any losses, claims, damages, liabilities and expenses (including reasonable
legal expenses) arising out of or based upon any untrue or alleged untrue statement of material fact contained in (or incorporated
by reference therein) the Registration Statement, free writing prospectus, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements herein not misleading, but only to the extent that such untrue statement or omission was made in reliance
upon and in conformity with any information furnished in writing to the Company by such Holder or its representatives by or on
behalf of such Holder expressly for use therein; provided that each Holder shall be liable under this Section 6(b) of this
Agreement (and otherwise) for only up to the amount of net amount of proceeds actually received by each Holder as a result of the
sale of Registrable Securities pursuant to the Registration Statement giving rise to such indemnification obligation.


 


(c)          Any
Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to
indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless, in the Company’s
reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.
After written notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim,
the indemnifying party shall not be subject to any liability for any settlement subsequently made by the indemnified party without
its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel
for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of the Company,
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such
claim, in which case the indemnifying party shall be liable for the fees and expenses of one additional firm of attorneys with
respect to the indemnified parties. The indemnifying party shall keep the indemnified party reasonably apprised at all times as
to the status of the defense or any settlement negotiations with respect to such claim. No indemnifying party shall, without the
prior written consent of the indemnified party, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a
full release from all liability with respect to such claim.


 




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(d)          The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by
or on behalf of the indemnified party or any officer, director, partner, manager, member, investment manager, employee, agent,
representative or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities. The indemnity
agreements contained herein shall be in addition to (i) any cause of action or similar right of the indemnified party against the
indemnifying party or others, and (ii) any liabilities to which the indemnifying party may be subject pursuant to the law.


 


(e)          If
the indemnification provided for in this Section 7 of this Agreement is unavailable to or is insufficient to hold harmless
an indemnified party under the provisions above in respect to any losses, claims, damages or liabilities referred to therein, then
the indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities to the fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable
Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in
connection with such sale shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation,
and (ii) contribution by each Holder shall be limited in amount to the net amount of proceeds actually received by such Holder
from the sale of such Registrable Securities pursuant to the applicable Registration Statement, less the amount of any damages
that such Holder has otherwise been required to pay in connection with such sale.


 


8.           Reports
under the Exchange Act. With a view to making available to the each Holder the benefits of Rule 144 under the Securities Act
or any other similar rule or regulation of the Securities and Exchange Commission that may at any time permit a Holder to sell
securities of the Company to the public without registration (“Rule 144”), at all times during which
there are Registrable Securities outstanding that have not been previously (i) sold to or through a broker or dealer or underwriter
in a public distribution or (ii) sold in a transaction exempt from the registration and prospectus delivery requirements of the
Securities Act under Section 4(1) thereof, in the case of either clause (i) or clause (ii) in such a manner that, upon the consummation
of such sale, all transfer restrictions and restrictive legends with respect to such shares are removed upon the consummation of
such sale, the Company agrees to use its commercially reasonable efforts to:


 


(a)          make
and keep public information available, as those terms are understood and defined in Rule 144;


 




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(b)          file
with the Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the
Exchange Act, so long as the Company remains subject to such requirements and the filing of such reports and other documents is
required for the applicable provisions of Rule 144; and


 


(c)          furnish
to each Holder so long as such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting requirements of Rule 144 and the Exchange Act, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested to permit each Holder to sell such securities pursuant to Rule 144 without registration.


 


9.           Preservation
of Rights. Without the prior written consent of a Majority-in-Interest, the Company shall not, on or after the date of this
Agreement, (i) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted
hereunder, or (ii) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that
is inconsistent with or violates or subordinates the rights expressly granted to each Holder in this Agreement, such as (A) affecting
the ability of each Holder to include the Registrable Securities in a registration undertaken pursuant to this Agreement or (B)
affecting the marketability of such Registrable Securities in any such registration (including effecting a stock split or a combination
of shares).


 


10.         Definitions.


 


“Affiliate” means
(i) any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control
with such other Person, (ii) any executive officer or general partner of such other Person and (iii) any legal entity for which
such Person acts as executive officer or general partner, and “control” for these purposes means the
direct or indirect power to direct or cause the direction of the management and policies of another Person, whether by operation
of law or regulation, through ownership of securities, as trustee or executor or in any other manner.


 


“Business Day”
means any day on which the principal offices of the Securities and Exchange Commission in Washington, DC are open to accept filings.


 


“Commission
Guidance” means (i) any publicly available written guidance or rule of general applicability of the Securities and
Exchange Commission staff or (ii) written comments, requirements or requests of the Securities and Exchange Commission staff to
the Company in connection with the review of a Registration Statement.


 


“Common
Stock” means the common stock, par value $0.01 per share, of the Company, and includes all securities of the Company
issued or issuable with respect to such securities by way of a stock split, stock dividend, or in exchange for or upon conversion
of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation,
or other corporate reorganization.


 


“Demand
Registration” means a Short-Form Registration or a Long-Form Registration.


 




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“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated
thereunder.


 


“FINRA”
means the Financial Industry Regulatory Authority, and any agency or authority succeeding to the functions thereof.


 


“Holder”
means (i) each Stockholder in its capacity as a holder of record of Registrable Securities, (ii) any Affiliate of a Stockholder
that is a direct or indirect transferee of Registrable Securities from a Stockholder or any subsequent Holder and (iii) any direct
or indirect transferee of Registrable Securities from a Stockholder or any subsequent Holder.


 


“Majority-in-Interest”
means Holders of more than fifty percent (50%) of the Registrable Securities.


 


“Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof).


 


“Registrable
Securities” means the Common Stock that has been or will be issued upon conversion of the Preferred Stock or the
exercise of the Warrant, together with any securities issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing. For purposes of this Agreement, a Person shall be deemed to be
a holder of Registrable Securities whenever such Person has the right to acquire such Registrable Securities (upon conversion or
exercise, in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise
of such right), whether or not such acquisition has actually been effected. As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when (A) a Registration Statement covering such securities has been declared effective
by the Securities and Exchange Commission and such securities have been disposed of pursuant to such effective Registration Statement,
(B) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions
then in force) under the Securities Act are met, (C) such securities are eligible for sale by the Holder without registration pursuant
to Rule 144 (or any similar provisions then in force) under the Securities Act without limitation thereunder on volume or manner
of sale, (D) such securities are otherwise transferred and such securities may be resold without limitation or subsequent registration
under the Securities Act, (E) such securities shall have ceased to be outstanding, or (F) the stock certificates or evidences of
book-entry registration relating to such securities have had all restrictive legends removed.


 


“Registration
Statement” means any registration statement of the Company which covers any of the Registrable Securities 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 materials incorporated by reference in such Registration Statement.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.


 




    	- 14 -



    	 



    

 


“Securities
and Exchange Commission” means the United States Securities and Exchange Commission, and any governmental body or
agency succeeding to the functions thereof.


 


11.         Miscellaneous.


 


(a)          Remedies.
Each Party shall be entitled to enforce its rights under any provision of this Agreement specifically to recover damages caused
by reason of any breach of any provision of this Agreement and to exercise all other rights granted by applicable law. The Parties
agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that
any Party may, in its sole discretion, apply to any court of law or equity of competent jurisdiction (without posting any bond
or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions
of this Agreement.


 


(b)          Termination.
All rights and obligations of the Company hereunder other than pursuant to Sections 5 and 7 hereof shall terminate on the date
on which no Registrable Securities are outstanding.


 


(c)          Amendments
and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or waived only
upon the prior written consent of the Company, a Majority-in-Interest and any Holder that would be materially and disproportionately
affected by such an amendment or waiver. The failure of any party to enforce any of the provisions of this Agreement shall in no
way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.


 


(d)          Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned
or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the Holders hereunder
may be freely assigned or delegated by such Holder in conjunction with and to the extent of any transfer of Registrable Securities.
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the Parties and their
respective permitted successors and assigns; provided, however, that no such transfer or assignment shall be binding upon or obligate
the Company to any such assignee, and no such assignee shall be deemed a Holder hereunder, unless and until the Company shall have
received written notice of such transfer or assignment as herein provided and a written agreement of the assignee to be bound by
the provisions of this Agreement. This Agreement is not intended to confer any rights or benefits on any Persons that are not party
hereto other than as expressly set forth in Section 7 and this Section 11(d).


 


(e)          Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 




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(f)          Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by each Party to this Agreement and delivered to the other Party,
it being understood that all Parties need not sign the same counterpart. Signatures delivered by electronic methods shall have
the same effect as signatures delivered in person.


 


(g)          Descriptive
Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this
Agreement.


 


(h)          Governing
Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the internal laws of New York
applicable to parties residing in New York, without regard applicable principles of conflicts of law. Each Party irrevocably consents
to the exclusive jurisdiction of any court located within New York County, New York, in connection with any matter based upon or
arising out of this Agreement or the matters contemplated hereby and it agrees that process may be served upon it in any manner
authorized by the laws of the State of New York for such Persons and waives and covenants not to assert or plead any objection
which it might otherwise have to such jurisdiction and such process. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT
ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, IT HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED
THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(h).


 


(i)          Notices.
All notices and other communications hereunder shall be in writing and shall be deemed duly delivered: (i) upon receipt if delivered
personally; (ii) three (3) Business Days after being mailed by registered or certified mail, postage prepaid, return receipt requested;
(iii) one (1) Business Day after it is sent by commercial overnight courier service; or (iv) upon transmission if sent via facsimile
or electronic mail with confirmation of receipt to the Parties to this Agreement at the addresses set forth in the Purchase Agreement
(or at such other address for a Party as shall be specified upon like notice).


 


(j)          Rules
of Construction. The Parties agree that they have each been represented by counsel during the negotiation, preparation and
execution of this Agreement (or, if executed following the date hereof by counterpart, have been provided with an opportunity to
review the Agreement with counsel) and, therefore, waive the application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.


 




    	- 16 -



    	 



    

 


(k)          Interpretation.
This Agreement shall be construed in accordance with the following rules: (i) the terms defined in this Agreement include the plural
as well as the singular; (ii) all references in the Agreement to designated “Sections” and other subdivisions are to
the designated sections and other subdivisions of the body of this Agreement; (iii) pronouns of either gender or neuter shall include,
as appropriate, the other pronoun forms; (iv) the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; and
(v) the words “includes” and “including” are not limiting.


 


[Remainder of page intentionally left
blank. Signature Pages Follow.]


 




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IN WITNESS WHEREOF,
the Parties have executed this Agreement on the date first above written.


 


	 	COMPANY:
	 	 
	 	BioScrip, Inc.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	STOCKHOLDERS:
	 	 
	 	Coliseum Capital Partners, L.P.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Coliseum Capital Partners II, L.P.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Blackwell Partners, LLC, Series A
	 	By: Coliseum Capital Management, LLC
	 	Attorney-in-fact
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:	 


 


Registration Rights Agreement