JOINDER TO VOTING AGREEMENT
Exhibit 10.10
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”), Xxxxxx X. Xxxxxxxx (“Majority Holder”) and the persons listed on the signature pages hereto (each, together with its successors, a “Xxxx Shareholder” and collectively, the “Xxxx Shareholders”).
RECITALS
A. The Company, the Majority Holder and certain of the shareholders of the Company are party to that certain Voting Agreement dated as of August 15, 2014 (the “Voting Agreement”).
B. The Xxxx Shareholders desire to become a party to, and to join in the rights, benefits and obligations of the “Shareholders” under the Voting Agreement.
THEREFORE, in consideration of the mutual promises herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Joinder to Voting Agreement. By execution of this Joinder Agreement, (a) each Xxxx Shareholder shall become party to the Voting Agreement, be considered a “Shareholder” for all purposes under the Voting Agreement, and have all of the rights and obligations of a “Shareholder” under the Voting Agreement and (b) all shares of common stock of the Company held by each Xxxx Shareholder shall be considered “Common Holder Shares” for all purposes under the Voting Agreement, and be subject to all of the obligations and restrictions set forth in the Voting Agreement.
2. Option to Terminate. Notwithstanding any other provision in the Voting Agreement, beginning on the one-year anniversary of this Agreement, the Xxxx Shareholders shall have the option to terminate their obligations with respect to the Voting Agreement upon written notice to the Company and the Majority Holder. Effective 90 days after exercising such option to terminate their obligations (a) such Xxxx Shareholders shall no longer be a party to the Voting Agreement and will have no further rights or obligations thereunder and (b) the shares of common stock of the Company then held by such Xxxx Shareholders shall no longer be considered “Common Holder Shares” under the Voting Agreement.
3. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Executed signatures to this Agreement may be delivered by any electronic means and any such electronically delivered signatures shall be deemed equivalent to manually executed signatures.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Joinder to Voting Agreement as of the day and year written above.
THE COMPANY |
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By: |
/s/ XXXXXX X. XXXXXXXX |
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Name: Xxxxxx X. Xxxxxxxx |
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Title: Chief Executive Officer |
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MAJORITY HOLDER |
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By: |
/s/ XXXXXX X. XXXXXXXX |
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Name: Xxxxxx X. Xxxxxxxx |
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XXXX SHAREHOLDERS: |
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By: |
/s/ XXXXXXX XXXX |
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Name: Xxxxxxx Xxxx |
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The Xxxx Family Trust |
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By: |
/s/ XXXXXXX XXXX |
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Name: Xxxxxxx Xxxx, its Trustee |
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Xxxx Charitable Remainder Unitrust |
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By: |
/s/ XXXXXXX XXXX |
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Name: Xxxxxxx Xxxx, its Trustee |
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Irrevocable Exempt Trust for Xxxxxxx Xxxx |
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By: |
/s/ XXXXXXX XXXX |
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Name: Xxxxxxx Xxxx, its Trustee |
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Irrevocable Exempt Trust for Xxxxxxx Xxxx |
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By: |
/s/ XXXXXXX XXXX |
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Name: Xxxxxxx Xxxx, its Trustee |
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Irrevocable Exempt Trust for Xxxxxxx Xxxx |
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By: |
/s/ XXXXXXX XXXX |
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Name: Xxxxxxx Xxxx, its Trustee |
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Irrevocable Exempt Trust for Xxxxxx Xxxx |
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By: |
/s/ XXXXXXX XXXX |
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Name: Xxxxxxx Xxxx, its Trustee |
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Irrevocable Exempt Trust for Xxxxxxxxxxx Xxxx |
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By: |
/s/ XXXXXXX XXXX |
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Name: Xxxxxxx Xxxx, its Trustee |
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The Shareholders of the Company party to the Voting Agreement hereby consent to this Joinder to Voting Agreement as of the day and year written above by executing below:
Xxxxxx Xxxxxxxx Revocable Trust dated September 6, 1991, as amended | ||
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By: |
/s/ XXXXXX X. XXXXXXXX |
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Name: Xxxxxx X. Xxxxxxxx, its Trustee |
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The JH GST Trust U/T/A 5/1/2007 |
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By: |
/s/ XXXXXX X. XXXXXXXX |
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Name: Xxxxxx X. Xxxxxxxx, its Trustee |
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2007 Xxxxxxxx Family GST Trust U/T/A 6/1/2007 |
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By: |
/s/ XXXXXXX XXXXXXXX |
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Name: Xxxxxxx Xxxxxxxx, its Trustee |
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By: |
/s/ XXXXX XXXXX |
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Name: Xxxxx Xxxxx, its Trustee |
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2013 Irrevocable Exempt Trust for Xxxxxx X. Xxxxxxxx |
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By: |
/s/ XXXXXXX XXXXXXXX |
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Name: Xxxxxxx Xxxxxxxx |
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2013 Irrevocable Exempt Trust for Xxxxxx X. Xxxxxxxx |
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By: |
/s/ XXXXXXX XXXXXXXX |
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Name: Xxxxxxx Xxxxxxxx |
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2013 Irrevocable Exempt Trust for Xxxxxxxx X. Xxxxxxxx |
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By: |
/s/ XXXXXX X. XXXXXXXX |
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Name: Xxxxxx Xxxxxxxx |
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2013 Irrevocable Exempt Trust for Xxxxx X. Xxxxxxxxxx |
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By: |
/s/ XXXXXX X. XXXXXXXX |
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Name: Xxxxxx Xxxxxxxx |
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Xxxxxx Xxxxxxxx 2014 GRAT |
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By: |
/s/ XXXXXXX XXXXXXXX |
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Name: Xxxxxxx Xxxxxxxx |
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2014 Irrevocable Exempt Trust for Xxxxxx Xxxxxxxx |
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By: |
/s/ XXXXXXX XXXXXXXX |
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Name: Xxxxxxx Xxxxxxxx |
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By: |
/s/ XXX XXXXX |
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Name: Xxx Xxxxx |
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2014 Irrevocable Exempt Trust for Xxxxxx Xxxxxxxx |
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By: |
/s/ XXXXXXX XXXXXXXX |
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Name: Xxxxxxx Xxxxxxxx |
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By: |
/s/ XXX XXXXX |
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Name: Xxx Xxxxx |
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2014 Irrevocable Exempt Trust for Xxxxxxxx Xxxxxxxx |
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By: |
/s/ XXXXXX X. XXXXXXXX |
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Name: Xxxxxx Xxxxxxxx |
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2014 Irrevocable Exempt Trust for Xxxxx Xxxxxxxxxx |
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By: |
/s/ XXXXXX X. XXXXXXXX |
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Name: Xxxxxx Xxxxxxxx |
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Xxxxxxx Xxxxxxxx 2014 GRAT |
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By: |
/s/ XXXXXX X. XXXXXXXX |
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Name: Xxxxxx Xxxxxxxx |
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JH Marital Trust |
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By: |
/s/ XXXXXX X. XXXXXXXX |
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Name: Xxxxxx Xxxxxxxx |
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PH Marital Trust |
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By: |
/s/ XXXXXXX XXXXXXXX |
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Name: Xxxxxxx Xxxxxxxx |
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By: |
/s/ XXX XXXXX |
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Name: Xxx Xxxxx |
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Xxxxxxxx Xxxxxxxx |
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By: |
/s/ XXXXXXXX XXXXXXXX |
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Name: Xxxxxxxx Xxxxxxxx |
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Xxxxx Xxxxxxxxxx |
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By: |
/s/ XXXXX XXXXXXXXXX |
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Name: Xxxxx Xxxxxxxxxx |
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Xxxxxx Xxxxxxxx |
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By: |
/s/ XXXXXX X. XXXXXXXX |
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Name: Xxxxxx Xxxxxxxx f/b/o Xxxxxx Xxxxxxxx |
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Xxxxxx Xxxxxxxx |
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By: |
/s/ XXXXXX X. XXXXXXXX |
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Name: Xxxxxx Xxxxxxxx f/b/o Xxxxxx Xxxxxxxx |
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Xxxx Xxxxxxxx |
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By: |
/s/ XXXX XXXXXXXX |
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Name: Xxxx Xxxxxxxx |
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Xxxxx X. Xxxx 2014 Irrevocable Exempt Trust |
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By: |
/s/ XXXXXXX X. XXXX |
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Name: Xxxxxxx Xxxx |
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By: |
/s/ XXX XXXXX |
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Name: Xxx Xxxxx |
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Xxxxxxx X. Xxxx 2014 Irrevocable Trust |
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By: |
/s/ XXXXX X. XXXX |
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Name: Xxxxx X. Xxxx |
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Xxxx Xxxxxxxx |
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By: |
/s/ XXXX XXXXXXXX |
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Name: Xxxx Xxxxxxxx |
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Xxxx Xxxxxxxx |
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By: |
/s/ XXXX XXXXXXXX |
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Name: Xxxx Xxxxxxxx |
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Xxxx Xxxxxxxx |
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By: |
/s/ XXXX XXXXXXXX |
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Name: Xxxx Xxxxxxxx |
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J. Xxxxxx XxxXxxx 2014 Irrevocable Exempt Trust |
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By: |
/s/ XXXXX XXXXXXX |
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Name: Xxxxx XxxXxxx |
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By: |
/s/XXXXXX XXXXXXXX |
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Name: Xxxxxx XxXxxxxx |
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Xxxxx X. XxxXxxx 2014 Irrevocable Exempt Trust |
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By: |
/s/ J. XXXXXX XXXXXXX |
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Name: J. Xxxxxx XxxXxxx |
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Xxx XxxXxxx |
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By: |
/s/ XXX XXXXXXX |
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Name: Xxx XxxXxxx |
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Xxxxx Xxxxx |
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By: |
/s/ XXXXX XXXXX |
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Name: Xxxxx Xxxxx |
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