COMMERCIAL GUARANTYDougherty's Pharmacy, Inc. • June 2nd, 2017 • Services-business services, nec • Texas
CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower, or any one or more of them, to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor'
SECURITY AGREEMENTSecurity Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec • Ohio
This agreement is made February 9, 2012, between Cardinal Health* (“Secured Party”), whose principal address for purposes of this agreement is 7000 Cardinal Place, Dublin, OH 43017 and Ascendant Solutions, Inc., a Delaware corporation (the “Debtor”), whose office address and principal place of business is 16250 Knoll Trail Dr., Suite 111, Dallas, Texas 75201, who hereby agree as follows intending to be legally bound:
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of May 10, 2017, by and between Dougherty’s Pharmacy, Inc., a Delaware corporation (the “Company”), and [__________] (“Indemnitee”).
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec • Texas
THIS BUSINESS LOAN AGREEMENT {ASSET BASED) dated July 1, 2016, is made and executed between Dougherty's Holdings, Inc.; DOUGHERTY'S PHARMACY, INC.; Dougherty’s Pharmacy El Paso, LLC; Dougherty's Pharmacy Humble, LLC; Dougherty's Pharmacy McAlester, LLC; Dougherty's Pharmacy Forest Park Dallas, LLC; and Dougherty's Pharmacy Springtown, LLC ("Borrower") and First National Bank of Omaha ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, Including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement;(B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and d
Security Agreement dated March 31, 2017, by and between Dougherty’s Pharmacy El Paso, LLC and Cardinal Health 110, LLC. SECURITY AGREEMENTSecurity Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec • Ohio
This agreement (this “Agreement”) is made as of March 31, 2017, between Cardinal Health 110, LLC (together with its successors and assigns, “Secured Party”), whose principal address for purposes of this Agreement is 7000 Cardinal Place, Dublin, OH 43017 and Dougherty’s Pharmacy El Paso, LLC, a Texas Limited Liability Company (“Debtor”), whose office address and principal place of business is 16250 Knoll Trail Dr. STE 102, Dallas, Texas 75248, who hereby agree as follows intending to be legally bound:
Floating Rate Term Note dated August 1, 2014 by and between Dougherty’s Holdings, Inc. and Cardinal Health, Inc.Dougherty's Pharmacy, Inc. • June 2nd, 2017 • Services-business services, nec • Ohio
FOR VALUE RECEIVED, Dougherty's Holdings, Inc., a Texas corporation (hereinafter referred to as “Maker”), promises to pay to the order of Cardinal Health* (the “Payee”), on the dates and in the manner provided below, the sum of THREE HUNDRED FIVE THOUSAND THREE HUNDRED FIFTY and 00/100 DOLLARS ($305,350.00) (the “Loan Amount”) or such lesser amount as shall be outstanding hereunder, together with interest on the unpaid principal balance hereof from the date hereof until maturity at a rate of interest per annum equal to the Prime Rate (as hereinafter defined) plus 2.4% per annum (the “Borrower Rate”). The term “Prime Rate” shall mean the rate of interest designated by SunTrust Bank (the “Bank”) from time to time as its “Prime Rate” which rate is a reference rate and not necessarily the Bank’s best rate of interest; any change in the Prime Rate shall be effective as of the date of such change.
ContractPromissory • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec • Texas
Promissory Note dated July 1, 2016, by and between Dougherty’s Holdings, Inc.; Dougherty’s Pharmacy, Inc.; Dougherty’s Pharmacy El Paso, LLC; Dougherty’s Pharmacy Humble, LLC; Dougherty’s Pharmacy McAlester, LLC; Dougherty’s Pharmacy Forest Park Dallas, LLC; Dougherty’s Pharmacy Springtown, LLC; and First National Bank of Omaha.
Unconditional Guaranty dated June 26, 2015 by the Registrant; Dougherty’s Pharmacy, Inc.; Dougherty’s Pharmacy Forst Park Dallas, LLC; Dougherty’s Pharmacy Humble, LLC; Dougherty’s Pharmacy El Paso, LLC; Dougherty’s Pharmacy McAlester, LLC; and...Unconditional Guaranty • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec • Ohio
As an inducement for Cardinal Health* (“Cardinal”), to supply or continue to supply, as the case may be, Dougherty's Holdings, Inc., a Texas corporation (“Borrower”), with merchandise or services, or to authorize or continue to authorize, as the case may be, one or more of Cardinal’s suppliers to accept orders from and make drop shipments to Borrower on the credit of Cardinal, or otherwise to extend or make available credit or to keep such credit available (whether under a promissory note, credit application, other agreement or otherwise, as the case may be), to Borrower, and in consideration of the foregoing, the undersigned (“Guarantor”) hereby irrevocably and unconditionally:
PRIME VENDOR AGREEMENTPrime Vendor Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec
This Prime Vendor Agreement (the “Agreement”) is made by and between Cardinal Health 110, LLC and Cardinal Health 411, Inc. (“Cardinal Health”) and Dougherty's Holdings, Inc. (“Buyer”), who hereby agree as follows:
Unconditional Guaranty dated August 1, 2014 by and between the Registrant; Dougherty’s Pharmacy, Inc.; and Dougherty’s Pharmacy Forest Park Dallas, LLC; and Cardinal Health, Inc. UNCONDITIONAL GUARANTYUnconditional Guaranty • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec • Ohio
As an inducement for Cardinal Health* (“Cardinal”), to supply or continue to supply, as the case may be, Dougherty's Holdings, Inc., a Texas corporation (“Borrower”), with merchandise or services, or to authorize or continue to authorize, as the case may be, one or more of Cardinal’s suppliers to accept orders from and make drop shipments to Borrower on the credit of Cardinal, or otherwise to extend or make available credit or to keep such credit available (whether under a promissory note, credit application, other agreement or otherwise, as the case may be), to Borrower, and in consideration of the foregoing, the undersigned (“Guarantor”) hereby irrevocably and unconditionally:
TO THE PRIME VENDOR AGREEMENTPrime Vendor Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec
This First Amendment to the Prime Vendor Agreement (the “First Amendment”) is made and entered into by and between Dougherty's Holdings, Inc. (“Buyer”) and Cardinal Health 110, LLC (f/k/a Cardinal Health 110, Inc.) and Cardinal Health 411, Inc. (collectively referred to herein as “Cardinal Health”).
TO THE PRIME VENDOR AGREEMENTPrime Vendor Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec
This Second Amendment to the Prime Vendor Agreement (the “Second Amendment”) is made and entered into by and between Dougherty's Holdings, Inc. (“Buyer”) and Cardinal Health 110, LLC and Cardinal Health 411, Inc. (collectively referred to herein as “Cardinal Health”).
Unconditional Guaranty dated March 31, 2017 by and among the Registrant, Dougherty’s Pharmacy, Inc., and Dougherty’s Pharmacy Forest Park, LLC, Dougherty’s Pharmacy Humble, LLC, Dougherty’s Pharmacy El Paso, LLC, and Dougherty’s Pharmacy McAlester,...Dougherty's Pharmacy, Inc. • June 2nd, 2017 • Services-business services, nec • Ohio
Unless otherwise defined in this Unconditional Guaranty, each capitalized term used herein that is defined in a certain Amended and Restated Fixed Rate Note dated as of even date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Note”) shall have the meaning ascribed to such term in the Note. As an inducement for Cardinal Health 110, LLC (together with its successors and assigns, “Lender”), (i) to make one or more loans or extend credit to, to supply or continue to supply, as applicable, Dougherty’s Holdings, Inc. (“Borrower”), with merchandise or services, (ii) to authorize or continue to authorize, as the case may be, one or more suppliers of any Cardinal Health Affiliate to accept orders from and make drop shipments to Borrower on the credit of any Cardinal Health Affiliate, or (iii) otherwise to extend or make available credit or to keep such credit available (whether under a loan agreement, promissory note, credit application, or otherwise, a
TO THE PRIME VENDOR AGREEMENTPrime Vendor Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec
This Sixth Amendment to the Prime Vendor Agreement (the “Sixth Amendment”) is made and entered into by and between Dougherty's Holdings, Inc. (“Buyer”) and Cardinal Health 110, LLC and Cardinal Health 112, LLC (collectively referred to herein as “Cardinal Health”).
FLOATING RATE TERM NOTEDougherty's Pharmacy, Inc. • June 2nd, 2017 • Services-business services, nec • Ohio
FOR VALUE RECEIVED, Dougherty's Holdings, Inc., a Texas corporation (hereinafter referred to as “Maker”), promises to pay to the order of Cardinal Health* (the “Payee”), on the dates and in the manner provided below, the sum of ONE MILLION EIGHT HUNDRED TWENTY-SEVEN THOUSAND EIGHT HUNDRED FIFTY and 00/100 DOLLARS ($1,827,850.00) (the “Loan Amount”) or such lesser amount as shall be outstanding hereunder, together with interest on the unpaid principal balance hereof from the date hereof until maturity at a rate of interest per annum equal to the Prime Rate (as hereinafter defined) plus 2.60% per annum (the “Borrower Rate”). The term “Prime Rate” shall mean the rate of interest designated by SunTrust Bank (the “Bank”) from time to time as its “Prime Rate” which rate is a reference rate and not necessarily the Bank’s best rate of interest; any change in the Prime Rate shall be effective as of the date of such change.
ASCENDANT SOLUTIONS, INC. RESTRICTED SHARE UNIT INCENTIVE PLAN SPECIMEN OF THE RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec • Texas
This Restricted Share Unit Agreement (“Agreement”) is made effective as of ___________, 2013 (“Award Date”) by and between Ascendant Solutions, Inc. (“Company”) and ________________ (“Participant”). Any capitalized term used but not defined herein shall have the meaning given such term in the Ascendant Solutions, Inc. Restricted Share Unit Incentive Plan, as amended (“Plan”).
ContractCommercial Security Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec • Texas
Commercial Security Agreement dated July 1, 2016, by and among Dougherty’s Holdings, Inc.; Dougherty’s Pharmacy, Inc.; Dougherty’s Pharmacy El Paso, LLC; Dougherty’s Pharmacy Humble, LLC; Dougherty’s Pharmacy McAlester, LLC; Dougherty’s Pharmacy Forest Park Dallas, LLC; and Dougherty’s Pharmacy Springtown, LLC (as “Grantors”) and First National Bank of Omaha.
FORBEARANCE AGREEMENTForbearance Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec • California
THIS FORBEARANCE AGREEMENT, dated as of December 30, 2016 (this “Agreement”), is entered into by and among Kevin J. Hayes, Sr., an individual (“Kevin Hayes”), and Alice H. Hayes, an individual (“Alice Hayes,” and, jointly with Kevin Hayes, “Borrower”), Kevin Hayes and Alice Hayes as Trustees of the Hayes Trust Dated March 15, 2001 (jointly, “Hayes”) and Ascendant Solutions, Inc., a Delaware corporation (“Ascendant Solutions,” and, together with Hayes, “Guarantors”), and SUNWEST BANK, a California banking corporation (“Lender”). Borrower, Guarantors and Lender are collectively referred to in this Agreement as the “Parties,” and each of the Parties is from time to time referred to as a Party.
TO THE PRIME VENDOR AGREEMENTPrime Vendor Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec
This Third Amendment to the Prime Vendor Agreement (the “Third Amendment”) is made and entered into by and between Dougherty's Holdings, Inc. (“Buyer”) and Cardinal Health 110, LLC, Cardinal Health 411, Inc. and Cardinal Health 112, LLC (collectively referred to herein as “Cardinal Health”).
UNCONDITIONAL GUARANTYDougherty's Pharmacy, Inc. • June 2nd, 2017 • Services-business services, nec • Ohio
As an inducement for Cardinal Health* (“Cardinal”), to supply or continue to supply, as the case may be, Dougherty's Holdings, Inc., a Texas corporation and Dougherty’s Pharmacy Springtown, LLC a Texas corporation hereinafter collectively and individually referred to as (“Borrower”), with merchandise or services, or to authorize or continue to authorize, as the case may be, one or more of Cardinal’s suppliers to accept orders from and make drop shipments to Borrower on the credit of Cardinal, or otherwise to extend or make available credit or to keep such credit available (whether under a promissory note, credit application, other agreement or otherwise, as the case may be), to Borrower, and in consideration of the foregoing, the undersigned (“Guarantor”) hereby irrevocably and unconditionally:
TO THE PRIME VENDOR AGREEMENTPrime Vendor Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec
This Fifth Amendment to the Prime Vendor Agreement (the “Fifth Amendment”) is made and entered into by and between Dougherty's Holdings, Inc. (“Buyer”) and Cardinal Health 110, LLC and Cardinal Health 112, LLC (collectively referred to herein as “Cardinal Health”).
Amended and Restated Fixed Rate Note dated March 31, 2017 by and between Dougherty Holdings, Inc. and Cardinal Health 100, LLC AMENDED AND RESTATED FIXED RATE NOTEDougherty's Pharmacy, Inc. • June 2nd, 2017 • Services-business services, nec • Ohio
FOR VALUE RECEIVED, Dougherty’s Holdings, Inc., a Texas corporation (hereinafter referred to as “Borrower”), promises to pay to the order of Cardinal Health 110, LLC (together with its successors and assigns, “Lender,” which term shall include any holder hereof), on the dates and in the manner provided below, the sum of FOUR HUNDRED THIRTY TWO THOUSAND EIGHT HUNDRED FIFTY EIGHT AND 60/100 DOLLARS ($432,858.60) (the “Loan Amount”) or such lesser amount as shall be outstanding hereunder, together with interest on the unpaid principal balance hereof from the date hereof until maturity at a rate of interest per annum set forth below (the “Borrower Rate”). Lender shall have no obligation to make any advance hereunder to Borrower unless (i) the representations of Borrower and any other parties, other than Lender, in the Related Documents are true on and as of the date of the request for and funding of the extension of credit, (ii) no default, Event of Default or event that would constitute a
FLOATING RATE TERM NOTEDougherty's Pharmacy, Inc. • June 2nd, 2017 • Services-business services, nec • Ohio
FOR VALUE RECEIVED, Dougherty's Holdings, Inc., a Texas corporation and Dougherty’s Pharmacy Springtown, LLC, a Texas corporation (hereinafter collectively and individually referred to as “Maker”), jointly and severally, promises to pay to the order of Cardinal Health* (the “Payee”), on the dates and in the manner provided below, the sum of SEVEN HUNDRED FORTY- FOUR THOUSAND ONE HUNDRED and 00/100 DOLLARS ($744,100.00) (the “Loan Amount”) or such lesser amount as shall be outstanding hereunder, together with interest on the unpaid principal balance hereof from the date hereof until maturity at a rate of interest per annum equal to the Prime Rate (as hereinafter defined) plus 2.38% per annum (the “Borrower Rate”). The term “Prime Rate” shall mean the rate of interest designated by SunTrust Bank (the “Bank”) from time to time as its “Prime Rate” which rate is a reference rate and not necessarily the Bank’s best rate of interest; any change in the Prime Rate shall be effective as of the d
ContractUnconditional Guaranty • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec • Ohio
Unconditional Guaranty dated February 9, 2012 by and among the Registrant; Dougherty’s Pharmacy, Inc.; Dougherty’s Pharmacy Forest Park Dallas, LLC; and Cardinal Health, Inc.
TO THE PRIME VENDOR AGREEMENTPrime Vendor Agreement • June 2nd, 2017 • Dougherty's Pharmacy, Inc. • Services-business services, nec
This Fourth Amendment to the Prime Vendor Agreement (the “Fourth Amendment”) is made and entered into by and between Dougherty's Holdings, Inc. (“Buyer”) and Cardinal Health 110, LLC and Cardinal Health 112, LLC (collectively referred to herein as “Cardinal Health”).
FLOATING RATE TERM NOTEDougherty's Pharmacy, Inc. • June 2nd, 2017 • Services-business services, nec • Ohio
FOR VALUE RECEIVED, Dougherty's Holdings, Inc., a Texas corporation (hereinafter referred to as “Maker”), promises to pay to the order of Cardinal Health* (the “Payee”), on the dates and in the manner provided below, the sum of ONE MILLION TWO HUNDRED FORTY-ONE THOUSAND THREE HUNDRED FIFTY and 00/100 DOLLARS ($1,241,350.00) (the “Loan Amount”) or such lesser amount as shall be outstanding hereunder, together with interest on the unpaid principal balance hereof from the date hereof until maturity at a rate of interest per annum equal to the Prime Rate (as hereinafter defined) plus 2.6% per annum (the “Borrower Rate”). The term “Prime Rate” shall mean the rate of interest designated by SunTrust Bank (the “Bank”) from time to time as its “Prime Rate” which rate is a reference rate and not necessarily the Bank’s best rate of interest; any change in the Prime Rate shall be effective as of the date of such change.
