AMENDED AND RESTATED PLEDGE AGREEMENT
AMENDED AND RESTATED PLEDGE AGREEMENT effective as of November 1, 2007 (this “
Pledge Agreement ”) among BioScrip, Inc., a Delaware corporation (f/k/a MIM Corporation) (together with its
corporate successors and assigns, “ BioScrip ”), Chronimed Inc., a Minnesota corporation (together with its
corporate successors and assigns, “ Chronimed ”), each of the Borrowers under the LSA (as defined below)
(the “ Borrowers ” and together with BioScrip and Chronimed, each a “ Grantor ” and collectively, the “
Grantors ”), and HFG HEALTHCO-4 LLC, a Delaware limited liability company (the “ Lender ”).
The Borrowers and the Lender have entered into that certain Amended and Restated Loan and Security
Agreement, dated as of September 26, 2007 (as amended, restated, modified or supplemented from time to
time, the “ LSA ”; capitalized terms used herein and not defined herein shall have the meanings attributed thereto
in the LSA).
Each of BioScrip and Chronimed is benefiting from the transactions described in the LSA and is a
beneficiary thereof and has entered into an Amended and Restated Guaranty (the “ Guaranty ”), pursuant to
which it is jointly and severally guarantying the obligations of the Borrowers under the LSA.
Each Grantor and the Lender would like to amend and restate the Pledge Agreement, dated as of
December 29, 2006, among the Grantors (other than Chronimed) and the Lender (the “ Original Pledge
Agreement ”) to, among other things, add Chronimed as a Grantor and restate the obligations being secured.
It is a condition precedent to the effectiveness of the LSA and the making of any financial accommodations
under the LSA that the Grantors execute and deliver a pledge agreement in the form hereof to secure the
following (collectively, the “Obligations” ): (a) the payment in full of the Lender Debt under the LSA and (b) all
obligations of each Grantor at any time and from time to time unde