·] Shares Diplomat Pharmacy, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2015 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 1, 2015 by and among DIPLOMAT PHARMACY, INC., as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL CORPORATION, for itself, as a...Credit Agreement • April 6th, 2015 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of April 1, 2015, by and among Diplomat Pharmacy, Inc., a Michigan corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), in its capacity as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender) and such Lenders.
SECOND AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT Dated as of April 1, 2015 by DIPLOMAT PHARMACY, INC., as the Borrower, and Each Other Grantor From Time to Time Party Hereto in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as AgentGuaranty and Security Agreement • April 6th, 2015 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York
THIS SECOND AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT, dated as of April 1, 2015 (this “Agreement”), by Diplomat Pharmacy, Inc., a Michigan corporation (the “Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent (in such capacity, together with its successors and permitted assigns, “Agent”) for the Lenders, the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below).
DIPLOMAT PHARMACY, INC. Form of Restricted Stock Unit Award Agreement Sign-On Inducement Equity AwardDiplomat Pharmacy, Inc. • August 7th, 2018 • Retail-drug stores and proprietary stores • Michigan
DIPLOMAT PHARMACY, INC. Form of Stock Option Award Agreement Make-Whole Inducement Equity AwardDiplomat Pharmacy, Inc. • August 7th, 2018 • Retail-drug stores and proprietary stores • Michigan
STOCK PURCHASE AGREEMENT by and among DIPLOMAT PHARMACY, INC., MEDPRO RX, INC., AND THE OTHER PARTIES NAMED HEREIN June 27, 2014Stock Purchase Agreement • July 3rd, 2014 • Diplomat Pharmacy, Inc. • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into as of June 27, 2014, by and among Diplomat Pharmacy, Inc., a Michigan corporation (“Buyer”), MedPro Rx, Inc., a North Carolina corporation (the “Company”), and Nancy McFarlane, Ronald McFarlane, Ronald McFarlane 2011 Irrevocable Family Trust and Mark Poteet (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in ARTICLE X.
DIPLOMAT PHARMACY, INC. Form of Restricted Stock Unit Award Agreement (Performance-Based) Make-Whole Inducement Equity AwardRestricted Stock Unit Award Agreement • August 7th, 2018 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • Michigan
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2017 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • Michigan
This Employment Agreement (this “Agreement”) is made as of August 7, 2017, between Diplomat Pharmacy, Inc., a Michigan corporation (the “Company”), and Joel Saban (“Employee”).
CREDIT AGREEMENT dated as of December 20, 2017 among DIPLOMAT PHARMACY, INC., The LENDERS Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • December 21st, 2017 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York
CREDIT AGREEMENT dated as of December 20, 2017, among DIPLOMAT PHARMACY, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
THIRD AMENDMENT TO PRIME VENDOR AGREEMENTThird Amendment • October 6th, 2016 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores
This Third Amendment (“Third Amendment”) is made and entered into as of October 1, 2016 (“Third Amendment Effective Date”), by AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”) on the one hand, and Diplomat Pharmacy, Inc., a Michigan corporation (“Diplomat”) for itself and on behalf of the following limited liability companies of which Diplomat is the sole member: Diplomat Specialty Pharmacy of Flint, LLC, Navigator Health Services, LLC, Diplomat Health Services, LLC, Diplomat Specialty Pharmacy of Chicago, LLC, Diplomat Specialty Pharmacy of Ft. Lauderdale, LLC, Diplomat Specialty Pharmacy Great Lakes Distribution Center, LLC, Diplomat Specialty Pharmacy of Southern California, LLC, Navigator Pharmacy Service, LLC, Diplomat Specialty Pharmacy of Philadelphia, LLC, Diplomat Specialty Pharmacy of Boothwyn, LLC, and BioRx, LLC (Diplomat and such limited liability companies being referred to herein collectively as “Customer”) on the other hand. This Third Amendment amend
July 21, 2015Diplomat Pharmacy, Inc. • November 4th, 2015 • Retail-drug stores and proprietary stores
AGREEMENT AND PLAN OF MERGER by and among UNITEDHEALTH GROUP INCORPORATED, DENALI MERGER SUB, INC. and DIPLOMAT PHARMACY, INC. Dated as of December 9, 2019Agreement and Plan of Merger • December 9th, 2019 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • Michigan
This AGREEMENT AND PLAN OF MERGER, dated as of December 9, 2019 (this “Agreement”), is by and among UnitedHealth Group Incorporated, a Delaware corporation (“Parent”), Denali Merger Sub, Inc., a Michigan corporation and a direct wholly owned Subsidiary of Parent (“Sub”), and Diplomat Pharmacy, Inc., a Michigan corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Annex I, and other capitalized terms used in this Agreement are defined in the Sections where such terms first appear.
ContractDiplomat Pharmacy, Inc. • December 9th, 2019 • Retail-drug stores and proprietary stores
Diplomat, OptumRx Combining to Advance Access to Specialty Pharmacy Care and Infusion Services, Improve Health Outcomes
SECURITIES PURCHASE AGREEMENT AND PLAN OF MERGER BY AND AMONG DIPLOMAT PHARMACY, INC., AS THE PURCHASER, LEEWARD MERGER SUB LLC, AS MERGER SUB, AS THE COMPANY, NAUTIC PARTNERS VII, L.P., NAUTIC PARTNERS VII-A, L.P., NAUTIC PARTNERS VIII-A, L.P., OAK...Securities Purchase Agreement and Plan of Merger • November 16th, 2017 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York
This SECURITIES PURCHASE AGREEMENT AND PLAN OF MERGER, dated as of November 15, 2017 (this “Agreement”), is by and among by and among (i) Diplomat Pharmacy, Inc., a Michigan corporation (the “Purchaser”), (ii) Leeward Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) LDI Holding Company, LLC, a Delaware limited liability company (the “Company”), (iv) Nautic Partners VII, L.P., a Delaware limited partnership, (v) Nautic Partners VII-A, L.P., a Delaware limited partnership, (vi) Nautic Partners VIII-A, L.P., a Delaware limited partnership, and (vii) Oak HC/FT Partners L.P., a Delaware limited partnership (each of (iv), (v), (vi), and (vii), a “Blocker Seller”, and together, the “Blocker Sellers”), (viii) Nautic Capital VIII, L.P., a Delaware limited partnership, solely in its capacity as the Securityholder Representative (the “Securityholder Representative”) and (ix) Nautic Partners VIII, L.P., a Delaware limited par
DIPLOMAT PHARMACY, INC. Form of Restricted Stock Award Agreement (Non-Employee Directors) Under 2014 Omnibus Incentive PlanRestricted Stock Award Agreement • November 4th, 2015 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • Michigan
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among DIPLOMAT PHARMACY, INC., SLB HOLDINGS, INC. BURMAN’S APOTHECARY, L.L.C., AND THE OTHER PARTIES NAMED HEREIN June 19, 2015Membership Interest Purchase Agreement • June 22nd, 2015 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of June 19, 2015, by and among (i) Diplomat Pharmacy, Inc., a Michigan corporation (“Buyer”), (ii) Burman’s Apothecary, L.L.C., a Pennsylvania limited liability company (the “Company”), (iii) the Company’s wholly-owned subsidiaries, Burman’s Media Pharmacy, LLC, a Pennsylvania limited liability company and PharmTrack, LLC, a Nevada limited liability company, (iv) SLB Holdings, Inc., a Pennsylvania corporation (“Holdings”) and (v) each of Steven L. Burman, John R. Regester, and Cassandra Peleckis (each, a “Principal” and collectively, the “Principals”). Holdings and the Principals are referred to herein collectively as the “Sellers” and each, a “Seller.” Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in ARTICLE X.
First Amendment to Prime Vendor AgreementPrime Vendor Agreement • August 19th, 2014 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores
This First Amendment (“Amendment”) is entered into as of July 20, 2012 (“Effective Date”) by AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”) on the one hand, and Diplomat Pharmacy, Inc., a Michigan corporation (“Diplomat”) for itself and on behalf of the following limited liability companies of which Diplomat is the sole member: Diplomat Specialty Pharmacy of Flint, LLC, Navigator Health Services, LLC, Diplomat Health Services, LLC, Diplomat Specialty Pharmacy of Grand Rapids, LLC, Diplomat Specialty Pharmacy of Chicago, LLC, Diplomat Specialty Pharmacy of Ft, Lauderdale, LLC, Diplomat Specialty Pharmacy of Swartz Creek, LLC and Diplomat Specialty Pharmacy of Southern California, LLC (Diplomat and such limited liability companies being referred to herein collectively as “Customer”) on the other hand. This Amendment amends the parties Prime Vendor Agreement dated January 1, 2012 (“PVA”). Capitalized terms not defined in this Amendment have the meaning set forth in th
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 26, 2014 by and among DIPLOMAT PHARMACY, INC., as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL CORPORATION, for itself, as Swingline...Credit Agreement • July 3rd, 2014 • Diplomat Pharmacy, Inc. • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of June 26, 2014, by and among Diplomat Pharmacy, Inc., a Michigan corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), in its capacity as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as Swingline Lender, and such Lenders.
JOINDER AGREEMENT TO GUARANTY AND SECURITY AGREEMENT AND CREDIT AGREEMENTCredit Agreement • June 22nd, 2015 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores
This JOINDER AGREEMENT, dated as of June 19, 2015, is delivered pursuant to Section 8.6 of the Second Amended and Restated Guaranty and Security Agreement, dated as of April 1, 2015, by Diplomat Pharmacy, Inc., a Michigan corporation (the “Borrower”) and the other Persons from time to time party thereto as Grantors in favor of the General Electric Capital Corporation, as Agent for the Secured Parties referred to therein (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty and Security Agreement”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement.
AWARD AGREEMENT (Nonqualified Stock Option)Award Agreement • September 11th, 2014 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores
Exercise/Purchase: Once options vest, you may exercise them and purchase Shares by paying the exercise price above to the Company. The Company has no obligation to repurchase options or Shares from you at any time but may elect to purchase Shares under the terms of the Buy/Sell Agreement.
JOINDER TO VOTING AGREEMENTVoting Agreement • September 29th, 2014 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores
THIS JOINDER TO VOTING AGREEMENT (this “Agreement”) is made as of September 22, 2014, by and among Diplomat Pharmacy, Inc., a Michigan corporation (the “Company”), Philip R. Hagerman (“Majority Holder”) and the persons listed on the signature pages hereto (each, together with its successors, a “Rowe Shareholder” and collectively, the “Rowe Shareholders”).
ContractDiplomat Pharmacy, Inc. • August 9th, 2019 • Retail-drug stores and proprietary stores • Michigan
[***] Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
JOINDER AGREEMENTJoinder Agreement • February 29th, 2016 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores
This Joinder Agreement (“Joinder Agreement”) is entered into as of the 1st day of November, 2015 (the “Joinder Agreement”), by and between AmerisourceBergen Drug Corporation (“ABDC”) “) on the one hand, and Diplomat Pharmacy, Inc., a Michigan corporation (“Diplomat”) for itself and on behalf of the following limited liability companies of which Diplomat is the sole member: Diplomat Specialty Pharmacy of Flint, LLC, Navigator Health Services, LLC, Diplomat Health Services, LLC, Diplomat Specialty Pharmacy of Chicago, LLC, Diplomat Specialty Pharmacy of Ft. Lauderdale, LLC, Diplomat Specialty Pharmacy Great Lakes Distribution Center, LLC, Diplomat Specialty Pharmacy of Southern California, LLC, and Navigator Pharmacy Service, LLC, Burman’s Apothecary, L.L.C. and Burman’s Media Pharmacy, LLC (Diplomat and such limited liability companies being referred to herein collectively as “Customer”) and BioRx, LLC, an Ohio limited liability company (“BioRx”) on the other hand. This Joinder amends t
SIXTH AMENDMENT TO PRIME VENDOR AGREEMENTSixth Amendment • March 1st, 2018 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores
This Sixth Amendment (“Sixth Amendment”) is made and entered into as of October 24, 2017 (“Sixth Amendment Effective Date”), by AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”) on the one hand, and Diplomat Pharmacy, Inc., a Michigan corporation (“Diplomat”) for itself and on behalf of the following limited liability companies of which Diplomat is the sole member: Diplomat Specialty Pharmacy of Flint, LLC, Navigator Health Services, LLC, Diplomat Health Services, LLC, Diplomat Specialty Pharmacy of Chicago, LLC, Diplomat Specialty Pharmacy of Ft. Lauderdale, LLC, Diplomat Specialty Pharmacy Great Lakes Distribution Center, LLC, Diplomat Specialty Pharmacy of Southern California, LLC, Navigator Pharmacy Service, LLC, Diplomat Specialty Pharmacy of Philadelphia, LLC, Diplomat Specialty Pharmacy of Boothwyn, LLC, BioRx, LLC, Valley Campus Pharmacy, Inc. d/b/a TNH Specialty Pharmacy, Affinity Biotech, Inc., At-Home IV Infusion Professional Inc., XAS Infusion Suites Inc.,
CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 3rd, 2015 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York
CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) dated as of October 20, 2014, by and among DIPLOMAT PHARMACY, INC., a Michigan corporation (“Borrower”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent (in such capacity, “Agent”) for the lenders (collectively, “Lenders”) from time to time party to the Credit Agreement (as defined below), and the Lenders.
PERMANENT RELEASE AND SEVERANCE AGREEMENTSeverance Agreement • October 26th, 2016 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • Michigan
This Permanent Release and Severance Agreement (“Agreement”) is entered into, as of the last date of execution by the parties, by and between Diplomat Pharmacy, Inc. and its affiliated entities (collectively the “Company”) and Sean Whelan (“Employee”). For purposes of this Agreement, the Company includes its past and present successors, assigns, divisions, departments, parents, subsidiaries, related or affiliated entities, and all current or former officers, directors, shareholders, members, benefit plans, attorneys, employees and agents in their capacities as such, including, without limitation, any and all management, administrative, or supervisory employees in their capacities as such.
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 6th, 2017 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) dated as of September 29, 2017, by and among DIPLOMAT PHARMACY, INC., a Michigan corporation (“Borrower”), the other Credit Parties signatory hereto, HEALTHCARE FINANCIAL SOLUTIONS, LLC, a Delaware limited liability company (successor to General Electric Capital Corporation), as agent (in such capacity, “Agent”) for the lenders (collectively, “Lenders”) from time to time party to the Credit Agreement (as defined below), and the Lenders.
GUARANTEE AND COLLATERAL AGREEMENT dated as of December 20, 2017 among DIPLOMAT PHARMACY, INC., THE SUBSIDIARIES OF DIPLOMAT PHARMACY, INC. IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative AgentGuarantee and Collateral Agreement • December 21st, 2017 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York
FIRST AMENDMENT TO PHARMACY DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • August 19th, 2014 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores
THIS FIRST AMENDMENT TO PHARMACY DISTRIBUTION AND SERVICES AGREEMENT (“Amendment”) is made effective as of the 8th day of July, 2013(the “Effective Date”) between: Celgene Corporation, 86 Morris Avenue, Summit, New Jersey 07901 (together with its subsidiaries and affiliates hereinafter collectively referred to as “Celgene”), and Diplomat Specialty Pharmacy, 4100 South Saginaw Street, Flint, MI 48507 (together with its subsidiaries and affiliates hereinafter collectively referred to as “Pharmacy”).
August 27, 2015Credit Agreement • November 4th, 2015 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores
Separation & Release AgreementDiplomat Pharmacy, Inc. • January 7th, 2019 • Retail-drug stores and proprietary stores
In consideration for certain benefits granted to the undersigned (the "Employee") as set forth in this release, to which Employee is not otherwise entitled, Employee hereby executes and delivers this release (this "Release") as of the date set forth on the signature page below.
SECOND AMENDMENT TO PRIME VENDOR AGREEMENTSecond Amendment • September 15th, 2015 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores
This Second Amendment (“Second Amendment”) is made and entered into as of August 1, 2015 (“Second Amendment Effective Date”), by AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”) on the one hand, and Diplomat Pharmacy, Inc., a Michigan corporation (“Diplomat”) for itself and on behalf of the following limited liability companies of which Diplomat is the sole member: Diplomat Specialty Pharmacy of Flint, LLC, Navigator Health Services, LLC, Diplomat Health Services, LLC, Diplomat Specialty Pharmacy of Chicago, LLC, Diplomat Specialty Pharmacy of Ft. Lauderdale, LLC, Diplomat Specialty Pharmacy Great Lakes Distribution Center, LLC, Diplomat Specialty Pharmacy of Southern California, LLC, and Navigator Pharmacy Service, LLC (Diplomat and such limited liability companies being referred to herein collectively as “Customer”) on the other hand. This Second Amendment amends the parties Prime Vendor Agreement (“PVA”) dated January 1, 2012, as previously amended on July 20, 201
Separation & Release AgreementRelease Agreement • August 7th, 2017 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores
In consideration for certain payments or benefits paid or granted to the undersigned (the “Former Employee”) under Section 6(d) of the Employment Agreement, Former Employee hereby executes and delivers this Release (this “Release”) as of the date set forth on the signature page below.
October 29, 2015Credit Agreement • February 29th, 2016 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 3rd, 2015 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) dated as of November 20, 2014, by and among DIPLOMAT PHARMACY, INC., a Michigan corporation (“Borrower”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent (in such capacity, “Agent”) for the lenders (collectively, “Lenders”) from time to time party to the Credit Agreement (as defined below), and the Lenders.
