SECURITIES PURCHASE AGREEMENT AND PLAN OF MERGER BY AND AMONG DIPLOMAT PHARMACY, INC., AS THE PURCHASER, LEEWARD MERGER SUB LLC, AS MERGER SUB, AS THE COMPANY, NAUTIC PARTNERS VII, L.P., NAUTIC PARTNERS VII-A, L.P., NAUTIC PARTNERS VIII-A, L.P., OAK...Securities Purchase Agreement • November 16th, 2017 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • New York
This SECURITIES PURCHASE AGREEMENT AND PLAN OF MERGER, dated as of November 15, 2017 (this “Agreement”), is by and among by and among (i) Diplomat Pharmacy, Inc., a Michigan corporation (the “Purchaser”), (ii) Leeward Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) LDI Holding Company, LLC, a Delaware limited liability company (the “Company”), (iv) Nautic Partners VII, L.P., a Delaware limited partnership, (v) Nautic Partners VII-A, L.P., a Delaware limited partnership, (vi) Nautic Partners VIII-A, L.P., a Delaware limited partnership, and (vii) Oak HC/FT Partners L.P., a Delaware limited partnership (each of (iv), (v), (vi), and (vii), a “Blocker Seller”, and together, the “Blocker Sellers”), (viii) Nautic Capital VIII, L.P., a Delaware limited partnership, solely in its capacity as the Securityholder Representative (the “Securityholder Representative”) and (ix) Nautic Partners VIII, L.P., a Delaware limited par
