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.
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.
June 19, 2015Credit Agreement • June 22nd, 2015 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores
