Exhibit 10.10

 

JOINDER TO VOTING AGREEMENT

 

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”), Philip R. Hagerman (“Majority Holder”) and the persons listed on the signature pages hereto (each, together with its successors, a “Rowe Shareholder” and collectively, the “Rowe 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 Rowe 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 Rowe 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 Rowe 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 Rowe 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 Rowe 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 Rowe 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]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Joinder to Voting Agreement as of the day and year written above.

 

 

	
THE   COMPANY
    	
 
    
	
 
    	
 
    
	
Diplomat   Pharmacy, Inc.
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   PHILIP R. HAGERMAN
    	
 
    
	
Name:   Philip R. Hagerman
    	
 
    
	
Title:   Chief Executive Officer
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
MAJORITY   HOLDER
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   PHILIP R. HAGERMAN
    	
 
    
	
Name:   Philip R. Hagerman
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
ROWE   SHAREHOLDERS:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   JEFFREY ROWE
    	
 
    
	
Name:   Jeffrey Rowe
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
The   Rowe Family Trust
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   MICHELE RAMO
    	
 
    
	
Name:   Michele Ramo, its Trustee
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Rowe   Charitable Remainder Unitrust
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   MICHELE RAMO
    	
 
    
	
Name:   Michele Ramo, its Trustee
    	
 
    


 

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Irrevocable   Exempt Trust for Melissa Rowe
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   MICHELE RAMO
    	
 
    
	
Name:   Michele Ramo, its Trustee
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Irrevocable   Exempt Trust for Matthew Rowe
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   MICHELE RAMO
    	
 
    
	
Name:   Michele Ramo, its Trustee
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Irrevocable   Exempt Trust for Anthony Rowe
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   MICHELE RAMO
    	
 
    
	
Name:   Michele Ramo, its Trustee
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Irrevocable   Exempt Trust for Aileen Rowe
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   MICHELE RAMO
    	
 
    
	
Name:   Michele Ramo, its Trustee
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Irrevocable   Exempt Trust for Christopher Rowe
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   MICHELE RAMO
    	
 
    
	
Name:   Michele Ramo, 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:

 

	
Philip Hagerman Revocable Trust   dated September 6, 1991, as amended
    
	
 
    	
 
    
	
By:
    	
/s/   PHILIP R. HAGERMAN
    	
 
    
	
Name:   Philip R. Hagerman, its Trustee
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
The   JH GST Trust U/T/A 5/1/2007
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   PHILIP R. HAGERMAN
    	
 
    
	
Name:   Philip R. Hagerman, its Trustee
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
2007   Hagerman Family GST Trust U/T/A 6/1/2007
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   JOCELYN HAGERMAN
    	
 
    
	
Name:   Jocelyn Hagerman, its Trustee
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   KERRY HAYES
    	
 
    
	
Name:   Kerry Hayes, its Trustee
    	
 
    
	
 
    	
 
    
	
2013   Irrevocable Exempt Trust for Thomas R. Hagerman
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   JOCELYN HAGERMAN
    	
 
    
	
Name:   Jocelyn Hagerman
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
2013   Irrevocable Exempt Trust for Taylor G. Hagerman
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   JOCELYN HAGERMAN
    	
 
    
	
Name:   Jocelyn Hagerman
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
2013   Irrevocable Exempt Trust for Jennifer K. Hagerman
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   PHILIP R. HAGERMAN
    	
 
    
	
Name:   Philip Hagerman
    	
 
    


 

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2013   Irrevocable Exempt Trust for Megan B. Lineberger
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   PHILIP R. HAGERMAN
    	
 
    
	
Name:   Philip Hagerman
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Philip   Hagerman 2014 GRAT
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   JOCELYN HAGERMAN
    	
 
    
	
Name:   Jocelyn Hagerman
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
2014   Irrevocable Exempt Trust for Thomas Hagerman
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   JOCELYN HAGERMAN
    	
 
    
	
Name:   Jocelyn Hagerman
    	
 
    
	
By:
    	
/s/   AMY GLENN
    	
 
    
	
Name:   Amy Glenn
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
2014   Irrevocable Exempt Trust for Taylor Hagerman
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   JOCELYN HAGERMAN
    	
 
    
	
Name:   Jocelyn Hagerman
    	
 
    
	
By:
    	
/s/   AMY GLENN
    	
 
    
	
Name:   Amy Glenn
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
2014   Irrevocable Exempt Trust for Jennifer Hagerman
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   PHILIP R. HAGERMAN
    	
 
    
	
Name:   Philip Hagerman
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
2014   Irrevocable Exempt Trust for Megan Lineberger
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   PHILIP R. HAGERMAN
    	
 
    
	
Name:   Philip Hagerman
    	
 
    


 

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Jocelyn   Hagerman 2014 GRAT
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   PHILIP R. HAGERMAN
    	
 
    
	
Name:   Philip Hagerman
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
JH   Marital Trust
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   PHILIP R. HAGERMAN
    	
 
    
	
Name:   Philip Hagerman
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
PH   Marital Trust
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   JOCELYN HAGERMAN
    	
 
    
	
Name:   Jocelyn Hagerman
    	
 
    
	
By:
    	
/s/   AMY GLENN
    	
 
    
	
Name:   Amy Glenn
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Jennifer   Hagerman
    	
 
    
	
By:
    	
/s/   JENNIFER HAGERMAN
    	
 
    
	
Name:   Jennifer Hagerman
    	
 
    
	
 
    	
 
    
	
Megan   Lineberger
    	
 
    
	
By:
    	
/s/   MEGAN LINEBERGER
    	
 
    
	
Name:   Megan Lineberger
    	
 
    
	
 
    	
 
    
	
Thomas   Hagerman
    	
 
    
	
By:
    	
/s/   PHILIP R. HAGERMAN
    	
 
    
	
Name:   Philip Hagerman f/b/o Thomas Hagerman
    	
 
    
	
 
    	
 
    
	
Taylor   Hagerman
    	
 
    
	
By:
    	
/s/   PHILIP R. HAGERMAN
    	
 
    
	
Name:   Philip Hagerman f/b/o Taylor Hagerman
    	
 
    
	
 
    	
 
    
	
Dale   Hagerman
    	
 
    
	
By:
    	
/s/   DALE HAGERMAN
    	
 
    
	
Name:   Dale Hagerman
    	
 
    


 

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David   F. Ward 2014 Irrevocable Exempt Trust
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   DEBORAH L. WARD
    	
 
    
	
Name:   Deborah Ward
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   AMY GLENN
    	
 
    
	
Name:   Amy Glenn
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Deborah   L. Ward 2014 Irrevocable Trust
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   DAVID F. WARD
    	
 
    
	
Name:   David F. Ward
    	
 
    
	
 
    	
 
    
	
Mike   Hagerman
    	
 
    
	
By:
    	
/s/   MIKE HAGERMAN
    	
 
    
	
Name:   Mike Hagerman
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
John   Hagerman
    	
 
    
	
By:
    	
/s/   JOHN HAGERMAN
    	
 
    
	
Name:   John Hagerman
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Marc   Hagerman
    	
 
    
	
By:
    	
/s/   MARC HAGERMAN
    	
 
    
	
Name:   Marc Hagerman
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
J.   Robert VanKirk 2014 Irrevocable Exempt Trust
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   CAROL VANKIRK
    	
 
    
	
Name:   Carol VanKirk
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/DONALD   MCANELLY
    	
 
    
	
Name:   Donald McAnelly
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Carol   L. VanKirk 2014 Irrevocable Exempt Trust
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   J. ROBERT VANKIRK
    	
 
    
	
Name:   J. Robert VanKirk
    	
 
    


 

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Jon   VanKirk
    	
 
    
	
By:
    	
/s/   JON VANKIRK
    	
 
    
	
Name:   Jon VanKirk
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Kerry   Hayes
    	
 
    
	
By:
    	
/s/   KERRY HAYES
    	
 
    
	
Name:   Kerry Hayes
    	
 
    


 

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