CONSENT AND WAIVER
CONSENT AND WAIVER
dated as of February 28, 2005, among NationsHealth, Inc. (the
“ Company ”) and the stockholders of the Company
named on the signature pages hereto (collectively, the “
Stockholders ”).
WHEREAS,
concurrently herewith, the Company is entering into that certain
Investment Unit Purchase Agreement (the “ Unit Purchase
Agreement ”) by and among, the Company, NationsHealth
Holdings, L.L.C., a Florida limited liability company and a
wholly-owned subsidiary of the Company (“ NH LLC
”), United States Pharmaceutical Group, L.L.C., a Delaware
limited liability company and an indirect wholly-owned subsidiary
of the Company (“ USPG ” and together with the
Company and NH LLC, the “ Issuers ”), and MHR
Capital Partners LP, OTQ LLC and MHR Capital Partners (100) LP
(the “ Investors ”), pursuant to which the
Issuers will sell to the Investors, and the Investors will purchase
from the Issuers, investment units consisting in the aggregate of
(x) $15,000,000 in principal amount of 7 3/4% Convertible Secured
Notes and (y) 1,785,714 shares of common stock, $0.0001 par value
per share, of the Company;
WHEREAS,
concurrently herewith, the parties to the Unit Purchase Agreement
are entering into that certain Registration Rights Agreement (the
“ New Registration Rights Agreement
”);
WHEREAS, the
Company and certain stockholders entered into that certain
Registration Rights Agreement of July 22, 2003, as amended on
March 9, 2004 (the “ First Existing Registration
Rights Agreement ”);
WHEREAS, the
Company and certain stockholders entered into that certain
Registration Rights Agreement of March 9, 2004, as amended on
June 2, 2004 (the “ Second Existing Registration
Rights Agreement ”, and together with the First Existing
Registration Rights Agreement, the “ Existing Registration
Rights Agreements ”);
WHEREAS, under
Section 6.9 of each of the Existing Registration Rights
Agreements, any provision of each such Existing Registration Rights
Agreement may be amended or waived only by a written instrument,
that refers specifically to such Existing Registration Rights
Agreement and is executed by the party waiving such right or
rights;
WHEREAS, the
Stockholders wish to waive certain rights under the Existing
Registration Rights Agreements and execute this Consent and Waiver
to induce the Investors to invest in the Company pursuant to the
Unit Purchase Agreement; and
NOW, THEREFORE,
for good and valuable consideration the receipt of which is hereby
acknowledged, and intending to be legally bound, the parties hereby
agree as follows:
1. Subject to
the consummation of the transactions co
