Exhibit 10.1


 


VOTING AGREEMENT


 


THIS VOTING AGREEMENT
(this "Agreement"), dated as of October 14, 2014, by and between MergeWorthRx Corp, a Delaware corporation ("Parent")
and MTS Aerocare LLC (the "Stockholder").


 


WITNESSETH:


 


WHEREAS, concurrently
herewith, Parent, Anvil Merger Sub, Inc., a Delaware corporation ("Merger Sub"), AeroCare Holdings, Inc., a Delaware
corporation (the “Company”), and FFC AeroCare SR, LLC, a Delaware limited liability company, are entering into an Agreement
and Plan of Merger (as such agreement may hereafter be amended, restated, supplemented or modified from time to time, the "Merger
Agreement");


 


WHEREAS, the Stockholder
is the beneficial owner of 2,855,441 shares of Company Common Stock (collectively, the “Shares”);


 


WHEREAS, approval of
the Merger Agreement by the Company's stockholders is required in order to consummate the Merger;


 


WHEREAS, the board
of directors of the Company has, prior to the execution of this Agreement, by resolution duly adopted by unanimous vote at a meeting
duly called and held and at which all directors were present, which resolution has not subsequently been rescinded or modified
in any manner whatsoever, (i) determined that the Merger Agreement and the Merger are fair and in the best interests of the stockholders
of the Company, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) has
resolved to recommend that its stockholders approve the Merger Agreement and the Merger; and


 


WHEREAS, as an inducement
to Parent to enter into the Merger Agreement, the Stockholder desires to make certain covenants to Parent set forth in Sections
4.1(e) and 4.1(f) below.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual promises, representations, warranties, respective covenants and agreements of the
parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by each of the parties hereto, the parties hereto, intending to be legally bound hereby, agree as follows:


 


ARTICLE I


CERTAIN DEFINITIONS


 


Section 1.1 DEFINED
TERMS. Terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms
in the Merger Agreement.


 




    	1



    	 



    

 


ARTICLE II


VOTING AGREEMENT


 


Section 2.1 GRANT
OF PROXY AND POWER OF ATTORNEY; AGREEMENT TO VOTE. Upon the terms and subject to the conditions hereof, the Stockholder hereby
appoints Parent and any designee of Parent, and each of them individually, with respect to the Shares and any shares of Company
Common Stock acquired by the Stockholder after the date hereof, as its proxies and attorneys-in-fact, with full power of substitution
and re-substitution, to vote, at any meeting of the Company’s stockholders, or in connection with any written consent of
the Company’s stockholders, (i) in favor of the approval of the Merger Agreement and the Merger, (ii) against any
other proposal relating to an acquisition of the Company, other than the Merger and (iii) against any action, proposal, transaction
or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely
consummation of the Merger or the fulfillment of Parent's, the Company's or Merger Sub's conditions under the Merger Agreement
or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company’s
certificate of incorporation or by-laws) (the “Proxy and Power of Attorney”). The Stockholder further agrees to cause
all Shares owned by such Stockholder, in addition to any shares of Company Common Stock acquired by Stockholder after the date
hereof, to be voted in accordance with the Proxy and Power of Attorney. This Proxy and Power of Attorney is coupled with an interest
and until this Agreement is terminated pursuant to Section 5.1 hereof is irrevocable. Upon the execution of this Agreement by the
Stockholder, the Stockholder hereby revokes any and all other proxies and powers of attorney (other than the Proxy and Power of
Attorney) given by such Stockholder with respect to the subject matter hereof. The Stockholder acknowledges receipt and review
of a copy of the Merger Agreement. The Stockholder agrees not to enter into any agreement or commitment with any Person, the effect
of which would be inconsistent with or violative of the provisions and agreements contained in this Article II, and the Stockholder
shall execute any documents or certificates evidencing the Proxy and Power of Attorney as Parent may reasonably request. The power
of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or
incapacity of Stockholder.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES


 


Section 3.1           REPRESENTATIONS
AND WARRANTIES OF STOCKHOLDER. The Stockholder represents and warrants to Parent that (i) the Stockholder is the record and
direct or indirect beneficial owner of the Shares, (ii) the Stockholder is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization and has all requisite corporate power and authority to execute and deliver this
Agreement, (iii) this Agreement has been duly executed and delivered by the Stockholder, (iv) this Agreement constitutes
the valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as
the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar
laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding
in equity or at law), in each case now or hereafter in effect, (v) none of the execution and delivery of this Agreement by Stockholder,
the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions
hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under
any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument
or Legal Requirement applicable to Stockholder or to Stockholder's property or assets, and (vi) no consent, approval or authorization
of, or designation, declaration or filing with, any Governmental Body or other Person on the part of Stockholder is required in
connection with the valid execution and delivery of this Agreement.


 




    	2



    	 



    

 


Section 3.2           REPRESENTATIONS
AND WARRANTIES OF PARENT. Parent represents and warrants to the Stockholder that (i) this Agreement has been duly executed
and delivered by a duly authorized officer of Parent, and (ii) this Agreement constitutes the valid and binding agreement of Parent,
enforceable against Parent in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generally and general
equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect.


 


ARTICLE IV


COVENANTS


 


Section 4.1           COVENANTS
OF THE STOCKHOLDER. The Stockholder covenants and agrees with Parent that, during the period commencing on the date hereof
and ending on the date this Agreement is terminated under Article V hereof:


 


(a)          The
Stockholder shall not sell, transfer, pledge, or dispose of any Shares or offer to make such a sale, transfer, pledge or disposition
(collectively, "Transfer") to any Person, provided that this Section 4.1(a) shall not prohibit a Transfer of Shares by
the Stockholder (i) if Stockholder is an individual, to any member of Stockholder’s immediate family or to a trust
for the benefit of Stockholder or any member of Stockholder’s immediate family, (ii) upon the death of Stockholder,
or (iii) if Stockholder is a partnership or limited liability company, to one or more partners or members of Stockholder or
to an affiliated corporation under common control with Stockholder; provided that a Transfer referred to in Subsections 4.1(a)(i)-(iii)
shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in
form and substance to Parent, to be bound by the terms of this Agreement.


 


(b)          The
Stockholder waives, and agrees not to exercise or assert, any applicable appraisal rights under Section 262 of the Delaware General
Corporation Law in connection with the Merger.


 


(c)          Stockholder
will not, and will not permit any entity under Stockholder's control to, deposit any of the Shares in a voting trust, grant any
proxies with respect to the Shares or subject any of the Shares to any arrangement with respect to the voting of the Shares other
than agreements entered into with Parent.


 




    	3



    	 



    

 


(d)          The
Stockholder shall execute and deliver such other documents and instruments and take such further actions as are necessary in order
to ensure that Parent receives the benefit of this Agreement.


 


(e)          Until
the earlier of the Effective Time or such time as the Merger Agreement is terminated pursuant to the terms thereof, Stockholder
will not, directly or indirectly, and shall cause its Affiliates to not: (i) solicit, initiate, or encourage the submission of
any proposal or offer from any Person relating to the acquisition of any capital stock or other voting securities, or any substantial
portion of the assets, of the Company or any of its Subsidiaries (including any acquisition structured as a merger, consolidation,
or share exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist
or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. Stockholder
will notify Parent promptly if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.


 


(f)          Stockholder
acknowledges and agrees that Parent is a blank check company with the power and privileges to effect a merger, asset acquisition,
reorganization or similar business combination involving the Company and one or more businesses or assets. Stockholder acknowledges
and agrees that Parent’s sole assets consist of the cash proceeds of Parent’s initial public offering and private placements
of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its
public shareholders. For and in consideration of Parent and Merger Sub entering into the Merger Agreement, the receipt and sufficiency
of which are hereby acknowledged, Stockholder, on behalf of himself or itself and any of its managers, directors, officers, affiliates,
members, stockholders or trustees (if applicable), hereby irrevocably waives any right, title, interest or claim of any kind he
or it has or may have in the future in or to any monies in the Trust Account, and agrees not to seek recourse against the Trust
Account or any funds distributed therefrom as a result of, or arising out of, any such claims against Parent or Merger Sub arising
under the Merger Agreement.


 


ARTICLE V


TERMINATION


 


Section 5.1           TERMINATION.
This Agreement shall terminate and be of no further force or effect upon the earliest to occur of (i) the mutual written consent
of Parent and the Stockholder, (ii) the Effective Time, or (iii) the termination of the Merger Agreement in accordance with its
terms. In the event that this Agreement is terminated upon the termination of the Merger Agreement in accordance with its terms,
the waiver set forth in Section 4.1(f) shall survive such termination of this Agreement and remain in full force and effect.


 


Section 5.2           EFFECT
OF TERMINATION. In the event of any termination of this Agreement, this Agreement (other than Sections 6.1 through 6.9, inclusive)
shall become void and of no effect with no liability on the part of any party hereto; provided that no such termination shall relieve
any party hereto from liability for any breach of this Agreement prior to such termination.


 




    	4



    	 



    

 


ARTICLE VI


GENERAL


 


Section 6.1          NOTICES.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been
duly given to a party if delivered in person or sent by overnight delivery (providing proof of delivery) to the party at the following
addresses (or at such other address for a party as shall be specified by like notice) on the date of delivery, or if by facsimile,
upon confirmation of receipt:


 


	If to Parent:	MergeWorthRx Corp.
	 	3123 McDonald Street
	 	Miami, FL 33133
	 	Attention: Charles F. Fistel and Stephen B. Cichy
	 	Facsimile: [•]
	 	Email: medworth1@gmail.com and scichy@monarchsp.com
	 	 
	With a copy	McDermott Will & Emery LLP
	(which shall not	340 Madison Ave.
	constitute notice) to:	New York, NY 10173
	 	Attention:  Robert H. Cohen
	 	Telephone:  212-547-5885
	 	Facsimile:  212-547-5444
	 	 
	If to the Stockholder:	MTS Aerocare LLC
	 	__________________________
	 	__________________________
	 	__________________________
	 	__________________________
	 	 
	With a copy	Goodwin Procter LLP
	(which shall not	620 Eighth Ave.
	constitute notice) to:	New York, NY 10018
	 	Attention:  Stuart Rosenthal
	 	Telephone:  212-813-8817
	 	Facsimile:  212-355-3333


 


Section 6.2         NO
THIRD-PARTY BENEFICIARIES. Nothing in this Agreement, whether express or implied, is intended to or shall confer any rights,
benefits or remedies under or by reason of this Agreement on any Persons other than the parties and their respective successors
and permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third
Persons to any party, nor shall any provisions give any third Persons any right or subrogation over or action against any party.


 




    	5



    	 



    




Section 6.3         GOVERNING LAW.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving
effect to the conflicts of law provisions thereof. Each of the parties hereto irrevocably and unconditionally agrees to be subject
to, and hereby consents and submits to, the jurisdiction of federal and state courts in the State of Delaware for the purposes
of any suit, action or other proceeding arising out of this Agreement or any of the transactions contemplated hereby. Each party
waives any right to a trial by jury in any action to enforce or defend any right under this Agreement or any amendment, instrument,
document or agreement delivered, or which in the future may be delivered, in connection with this Agreement and agrees that any
action shall be tried before a court and not before a jury.


 


Section 6.4           ASSIGNMENT;
SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties and their respective
successors and permitted assigns. No party to this Agreement may assign its rights or delegate its obligations under this Agreement,
whether by operation of law or otherwise, to any other Person without the express prior written consent of the other party hereto.
Any such assignment or transfer made without the prior written consent of the other party hereto shall be null and void.


 


Section 6.5           AMENDMENTS;
WAIVERS. Subject to applicable law, this Agreement may only be amended pursuant to a written agreement executed by all the
parties, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement
shall be effective unless evidenced by a written instrument executed by the party against whom such waiver or consent is to be
effective. No waiver of any term or provision of this Agreement shall be construed as a further or continuing waiver of such term
or provision or any other term or provision.


 


Section 6.6           ENTIRE
AGREEMENT. This Agreement constitutes the entire agreement of all the parties and supersedes any and all prior and contemporaneous
agreements, memoranda, arrangements and understandings, both written and oral, between the parties, or either of them, with respect
to the subject matter hereof. No representation, warranty, promise, inducement or statement of intention has been made by any party
which is not contained in this Agreement and no party shall be bound by, or be liable for, any alleged representation, promise,
inducement or statement of intention not contained herein or therein.


 


Section 6.7           COUNTERPARTS.
To facilitate execution, this Agreement may be executed in any number of counterparts (including by facsimile transmission), each
of which shall be deemed to be an original, but all of which together shall constitute one binding agreement on the parties, notwithstanding
that not all parties are signatories to the same counterpart.


 


Section 6.8           SPECIFIC
PERFORMANCE. The parties agree that irreparable damage would occur in the event any of the provisions of this Agreement were
not performed in accordance with the terms hereof and that the parties are entitled to specific performance of the terms hereof
in addition to any other remedies at law or in equity.


 


Section 6.9           
HEADINGS; CONSTRUCTION. The Article, Section and paragraph headings contained in this Agreement are for reference
purposes only and do not form a part of this Agreement and do not in any way modify, interpret or construe the intentions of the
parties. As used in this Agreement, unless otherwise provided to the contrary, (a) all references to days or months shall be deemed
references to calendar days or months and (b) any reference to a “Section” or “Article” shall be deemed
to refer to a section or article of this Agreement. The words “hereof,” “herein” and “hereunder”
and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision
of this Agreement. Whenever the words “include,” “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specifically provided
for herein, the term “or” shall not be deemed to be exclusive.


 


[Remainder of page intentionally left
blank.]


 




    	6



    	 



    

 


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


 


	 	MERGEWORTHRX CORP.
	 	 	 
	 	By:	/s/ Charles Fistel
	 	 	Name: Charles Fistel
	 	 	Title: Chief Executive Officer, Chief Financial
	 	 	   Officer and Treasurer


 




    	 



    	 



    

 


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


 


	 	MTS AEROCARE LLC
	 	 	 
	 	By:	/s/ Curtis S. Lane
	 	 	Name: Curtis S. Lane
	 	 	Title: Senior Managing Director