GUARDIAN PHARMACY SERVICES, INC. (a Delaware corporation) [•] Shares of Class A Common Stock, $0.001 par value UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2024 • Guardian Pharmacy Services, Inc. • Retail-drug stores and proprietary stores • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2024 • Guardian Pharmacy Services, Inc. • Retail-drug stores and proprietary stores
THIS EMPLOYMENT AGREEMENT by and between Guardian Pharmacy Services Management, LLC, a Georgia limited liability company with its principal place of business located at 300 Galleria Parkway SE, Suite 800, Atlanta, GA 30339 (the “Company”) and a wholly owned subsidiary of Guardian Pharmacy Services, Inc. (“Parent”), and G. Kendall Forbes (“Executive”), is dated as of the 26th day of September, 2024 (the “Agreement”).
SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVERLoan and Security Agreement • August 22nd, 2024 • Guardian Pharmacy Services, Inc. • Retail-drug stores and proprietary stores • Georgia
This THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of April 23, 2018 (as amended, restated, supplemented, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among GUARDIAN PHARMACY, LLC, an Indiana limited liability company (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto, as Guarantors, the Lenders from time to time party hereto, REGIONS BANK (“Regions Bank”), as administrative agent and collateral agent (in such capacity and together with its successors and assigns, the “Agent”).
STOCKHOLDERS’ AGREEMENTStockholders Agreement • September 30th, 2024 • Guardian Pharmacy Services, Inc. • Retail-drug stores and proprietary stores • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of September 25, 2024 among Guardian Pharmacy Services, Inc., a Delaware corporation (the “Company”), Bindley Capital Partners I, LLC, an Indiana limited liability company (“Bindley Capital”), Pharmacy Investors, LLC, an Indiana limited liability company (“Pharmacy Investors”), Cardinal Equity Fund LP, a Delaware limited partnership (“Cardinal” and, collectively with Pharmacy Investors, the “Cardinal Stockholders”), Fred P. Burke, an individual (“Burke”), David K. Morris, an individual (“Morris”), and G. Kendall Forbes, an individual, and any Person who becomes a party hereto pursuant to Section 3.1 (collectively, the “Stockholders”, and each individually, a “Stockholder”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 30th, 2024 • Guardian Pharmacy Services, Inc. • Retail-drug stores and proprietary stores
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into this 27th day of September, 2024 among Guardian Merger Corp., an Indiana corporation (“Merger Sub”), Guardian Pharmacy, LLC, an Indiana limited liability company (“Guardian Pharmacy”), and Guardian Pharmacy Services, Inc., a Delaware corporation (“Guardian Services”).
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 3rd, 2023 • Guardian Pharmacy Services, Inc. • Retail-drug stores and proprietary stores • Georgia
THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of December 22, 2021 (this “Amendment”) is entered into by and among GUARDIAN PHARMACY, LLC, an Indiana limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and REGIONS BANK, as administrative agent and collateral agent (in such capacity and together with its successors and assigns, the “Agent”).
BORROWER ASSIGNMENT, ASSUMPTION AND JOINDER AGREEMENTBorrower Assignment, Assumption and Joinder Agreement • December 20th, 2024 • Guardian Pharmacy Services, Inc. • Retail-drug stores and proprietary stores • Georgia
This BORROWER ASSIGNMENT, ASSUMPTION AND JOINDER AGREEMENT (this “Assignment”), dated as of December 20, 2024, is by and among GUARDIAN PHARMACY, LLC, an Indiana limited liability company, as assignor (the “Assignor”), GUARDIAN PHARMACY SERVICES, INC., a Delaware corporation (the “Assignee”), the Guarantors listed on the signature pages hereto and REGIONS BANK, as Agent.
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 3rd, 2023 • Guardian Pharmacy Services, Inc. • Retail-drug stores and proprietary stores • Georgia
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of March 20, 2020 (this “Amendment”) is entered into by and among GUARDIAN PHARMACY, LLC, an Indiana limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and REGIONS BANK, as administrative agent and collateral agent (in such capacity and together with its successors and assigns, the “Agent”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 3rd, 2023 • Guardian Pharmacy Services, Inc. • Retail-drug stores and proprietary stores • Georgia
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of December 3, 2019 (this “Amendment”) is entered into by and among GUARDIAN PHARMACY, LLC, an Indiana limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and REGIONS BANK, as administrative agent and collateral agent (in such capacity and together with its successors and assigns, the “Agent”).
FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 22nd, 2024 • Guardian Pharmacy Services, Inc. • Retail-drug stores and proprietary stores • Georgia
THIS FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of October 13, 2023 (this “Amendment”) is entered into by and among GUARDIAN PHARMACY, LLC, an Indiana limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and REGIONS BANK, as administrative agent and collateral agent (in such capacity and together with its successors and assigns, the “Agent”).
