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 16th, 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 Fred P. Burke (“Executive”), is dated as of the ____ day of September, 2024 (the “Agreement”).
STOCKHOLDERS’ AGREEMENTStockholders Agreement • September 16th, 2024 • Guardian Pharmacy Services, Inc. • Retail-drug stores and proprietary stores • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of [•], 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 16th, 2024 • Guardian Pharmacy Services, Inc. • Retail-drug stores and proprietary stores
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into this ___ day of _______, 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”).
