AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT Dated as of June 26, 2014 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 • July 3rd, 2014 • Diplomat Pharmacy, Inc. • New York
WHEREAS, Borrower, the other Grantors, Lenders and Agent are party to that certain Credit Agreement dated as of July 20, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the “Original Credit Agreement”) by and among the Borrower, the other Credit Parties thereto, the Lenders, the L/C Issuers from time to time party thereto and GE Capital, as Agent;
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.
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.
DIPLOMAT PHARMACY, INC. FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT’ Rights Agreement • July 3rd, 2014 • Diplomat Pharmacy, Inc. • Michigan
THIS FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 31, 2014 by and among DIPLOMAT PHARMACY, INC., a Michigan corporation (the “Company”), the holders of the Company’s Series A Preferred Stock listed in Exhibit A to this Agreement (collectively, the “Existing Investors” and each, without distinction among them, an “Existing Investor”), the purchasers of the Company’s Series A Preferred Stock listed in Exhibit B to this Agreement (collectively, the “New Investors” and each, without distinction among them, a “New Investor” and, together with the Existing Investors, the “Investors”) and each of the stockholders listed on Exhibit C hereto, each of which is referred to in this Agreement as a “Key Holder.”
AWARD AGREEMENT (Nonqualified Stock Option)Award Agreement • July 3rd, 2014 • Diplomat Pharmacy, Inc.
Vesting: This option will vest and you may exercise it with respect to the first 25% of the Shares subject to this option following your completion of twelve (12) months of Service from the above date of grant. The remaining 75% of the Shares will vest and will be exercisable in three annual installments of 25% each on the last day of each twelve (12) month period of Service so that all options shall vest after a total of four (4) years of continuous Service. This option may become exercisable on an accelerated basis under Section 3 of this Award Agreement in the event of a Change in Control. 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. Termination of Options: Your options will terminate on the earlier of the Expiration Date above or as follows:
