Exhibit 10.2

 

JOINDER AGREEMENT TO
 GUARANTY AND SECURITY AGREEMENT

AND CREDIT AGREEMENT

 

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.

 

By executing and delivering this Joinder Agreement, each undersigned, as provided in Section 8.6 of the Guaranty and Security Agreement, hereby becomes a party to the Guaranty and Security Agreement as a Grantor and a Guarantor thereunder with the same force and effect as if originally named as a Grantor and a Guarantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to Agent for the benefit of the Secured Parties, and grants to Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor under the Guaranty and Security Agreement; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein.  Each undersigned hereby agrees to be bound as a Grantor and a Guarantor for the purposes of the Guaranty and Security Agreement.  The undersigned further hereby joins the Credit Agreement as a “Credit Party” for all purposes of the Loan Documents (as used herein, as defined in the Credit Agreement) and (i) agrees to be bound as a Credit Party (as used herein, as defined in the Credit Agreement) by all the terms and provisions of the Credit Agreement and other Loan Documents with the same force and effect as if it had been a signatory to such Loan Documents on the execution dates of the Credit Agreement and other Loan Documents and (ii) makes each of the representations and warranties applicable to the Credit Parties (as used herein, as defined in the Credit Agreement) contained in the Credit Agreement and other Loan Documents. Each reference to a “Credit Party” in the Credit Agreement and the other Loan Documents shall be deemed to include the undersigned.

 

The information set forth in Annex 1-A is hereby added to the information set forth in Schedules 1, 2, 3 to the Guaranty and Security Agreement and Schedules 3.9, 3.16, 3.19, 3.20, 3.21, 3.22 and 3.31 to the Credit Agreement.  By acknowledging and agreeing to this Joinder Agreement, each undersigned hereby agrees that this Joinder Agreement may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned.

 











 

Each undersigned hereby represents and warrants that each of the representations and warranties contained in Article IV of the Guaranty and Security Agreement applicable to it is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as the date hereof as if made on and as of such date.

 

THIS JOINDER SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTIONS 8.11 AND 8.12 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

 

[SIGNATURE PAGES FOLLOW]

 











 

IN WITNESS WHEREOF, EACH UNDERSIGNED HAS CAUSED THIS JOINDER AGREEMENT TO BE DULY EXECUTED AND DELIVERED AS OF THE DATE FIRST ABOVE WRITTEN.

 

	
 
    	
BURMAN’S   APOTHECARY, L.L.C., 
    
	
 
    	
a   Pennsylvania limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Gary   Kadlec
    
	
 
    	
 
    	
Name:   Gary Kadlec
    
	
 
    	
 
    	
Title:   President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BURMAN’S   MEDIA PHARMACY, LLC, 
    
	
 
    	
a   Pennsylvania limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Gary   Kadlec
    
	
 
    	
 
    	
Name:   Gary Kadlec
    
	
 
    	
 
    	
Title:   President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
PHARMTRACK,   LLC, 
    
	
 
    	
a Nevada   limited liability company
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Gary   Kadlec
    
	
 
    	
 
    	
Name:   Gary Kadlec
    
	
 
    	
 
    	
Title:   President and Treasurer
    


 











 

	
ACCEPTED   AND AGREED
    	
 
    
	
as of the   date first above written:
    	
 
    
	
 
    	
 
    
	
DIPLOMAT PHARMACY, INC.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Philip R. Hagerman
    	
 
    
	
 
    	
Name:   Philip R. Hagerman
    	
 
    
	
 
    	
Title:   Chief Executive Officer
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
GENERAL   ELECTRIC CAPITAL CORPORATION, as Agent
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Karen   Dahlquist
    	
 
    
	
 
    	
Name:   Karen Dahlquist
    	
 
    
	
 
    	
Title:   Duly Authorized Signatory
    	
 
    


 











 

Annex 1-A

 

(See attached)

 











 

SCHEDULE 1 TO 
 GUARANTY AND SECURITY AGREEMENT

 

Commercial Tort Claims

 

None

 












 

SCHEDULE 2 TO 
 GUARANTY AND SECURITY AGREEMENT

 

Filing Offices

 

	
Credit Party
    	
 
    	
Filing Offices
    
	
Burman’s Apothecary, L.L.C.
    	
 
    	
Pennsylvania Secretary of the Commonwealth
    
	
Burman’s Media Pharmacy, LLC
    	
 
    	
Pennsylvania Secretary of the Commonwealth
    
	
PharmTrack, LLC
    	
 
    	
Nevada Secretary of State
    


 











 

SCHEDULE 3 TO 
 GUARANTY AND SECURITY AGREEMENT

 

Pledged Certificated Equity Interests

 

	
Pledgor
    	
 
    	
Issuer
    	
 
    	
Certificate No(s)
    	
 
    	
Number of Shares,
   Units or Interests
    
	
Burman’s Apothecary, L.L.C.
    	
 
    	
Burman’s Media Pharmacy, LLC
    	
 
    	
1
    	
 
    	
100% Interest
    
	
Burman’s Apothecary, L.L.C.
    	
 
    	
PharmTrack, LLC
    	
 
    	
1
    	
 
    	
100% Interest
    


 

Pledged Uncertificated Equity Interests

 

	
Pledgor
    	
 
    	
Pledged Entity
    	
 
    	
Ownership
   Interest
    	
 
    
	
Diplomat   Pharmacy, Inc.
    	
 
    	
Burman’s Apothecary, LLC
    	
 
    	
100
    	
%
    


 

Pledged Debt

 

None

 











 

SCHEDULE 3.9

TO

CREDIT AGREEMENT

 

REAL ESTATE

 

Owned Real Estate

 

None

 

Leased Real Estate

 

	
Lessee
    	
 
    	
Address
    	
 
    	
Landlord
    	
 
    	
Date of Lease
   Agreement
    
	
Burman’s Apothecary, L.L.C. (a/k/a Burman’s Specialty Pharmacy,   LLC)
    	
 
    	
594 New Middleton Road, Media, PA
    	
 
    	
D.R. Real Estate LLC
    	
 
    	
February 7, 2011, as amended November 4,   2013
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Burman’s Apothecary, L.L.C.
    	
 
    	
3413 Edgmont Avenue, Brookhaven, PA
    	
 
    	
Demeterios and Lucille Pafas
    	
 
    	
June 15, 2015
    


 











 

SCHEDULE 3.16

TO

CREDIT AGREEMENT

 

INTELLECTUAL PROPERTY

 

Trademarks

 

None

 

Common Law Trademarks

 

None

 

Trade Names

 

Burman’s Specialty Pharmacy

BurmansRx

BurmansRx Specialty

 

Patents

 

None

 

Registered Copyrights

 

None

 

Software

 

Burman’s Apothecary, L.L.C. uses HealthTrac, a proprietary clinical pharmacy management software developed by Connexus Technology, LLC (“Connexus”) and owned exclusively by Burman’s Apothecary, L.L.C.’s wholly-owned subsidiary, Pharmtrack, LLC (“Pharmtrack”) pursuant to that certain Software Ownership Agreement, dated as of January 23, 2012, between Connexus and Pharmtrack (the “Connexus SOA”). Pursuant to that certain Master Services Agreement, dated as of January 4, 2013 between Connexus and Pharmtrack (the “Connexus MSA”),  tools and functionalities delivered to Pharmtrack by Connexus, including certain ancillary tools and functionalities that may be used by Connexus in connection with maintenance of the Healthtrac software on behalf of Pharmtrack (such ancillary tools and functionalities, if any, “Ancillary Tools”), are jointly owned by PharmTrack and Connexus within the meaning of Title 17 of the United States Code.

 

Domain Names

 

BURMANSMEDIAPHARMACY.COM

BURMANSPHARMACY.COM

 











 

BURMANSRX.COM

HEALTHTRAC.BURMANSMEDICAL.COM

HEALTHTRAC.BURMANSPHARMACY.COM

 BURMANSSPECIALTYPHARMACY.COM

 











 

SCHEDULE 3.19

TO

CREDIT AGREEMENT

 

VENTURES, SUBSIDIARIES AND AFFILIATES; OUTSTANDING STOCK

 

·                  Diplomat Pharmacy, Inc. owns 100% of the issued and outstanding equity interests of Burman’s Apothecary, L.L.C.

·                  Burman’s Apothecary, L.L.C. owns 100% of the issued and outstanding equity interests of each of PharmTrack, LLC and Burman’s Media Pharmacy, LLC

 

See attached for organizational chart.

 













 


	

    	
DIPLOMAT   CORPORATE STRUCTURE INC. DIPLOMAT PHARMACY SERVICES, AGO, LLC DIPLOMAT   HOLDING, LLC NG, DIPLOMAT INFUSION SERVICES, LLC DIPLOMAT HEALTH MANAGEMENT,   LLC AMERICAN HOMECARE FEDERATION, INC. BUILDING C, LLC DIPLOMAT CORPORATE   PROPERTIES, LLC DIPLOMAT SPECIALTY PHARMACY OF SOUTHERN CALIFORNIA, LLC   AMBASSADO COMPOUNDI LLC R DISTRIBUTION CENTER, LLC DIPLOMA PHA CHIC T   SPECIALTY RMACY OF DIPLOMAT SPECIALTY OF FT. LAUDERDALE, LLC ENVOYNAVIGATOR   HEALTHHEALTH MANAGEMENT,SERVICES, LLCLLC HEALTH LLC BIORX, LLC MTRACK, LLC   DIPLOMAT BLOCKER, PRIMROSE HEALTHCARE, LLC (51%) DIPLOMAT PHARMACY, INC. PHAR   DIPLOMAT SPECIALTY PHARMACY OF GRAND RAPIDS, LLC DSP FLINT REALDSP-ESTATE,   LLC DIPLOMAT SPECIALTY PHARMACY OF FLINT, LLC DIPLOMAT SPECIALTY PHARMACY   GREAT LAKES BURMAN’S MEDIA PHARMARCY, LLC MEDPRO RX, INC. BURMAN’S   APOTHECARY, L.L.C. 
    




 









 

SCHEDULE 3.20

TO

CREDIT AGREEMENT

 

JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE OFFICE

 

	
CREDIT PARTY
    	
 
    	
JURISDICTION
    	
 
    	
CHIEF EXECUTIVE
   OFFICE
    	
 
    	
ORGANIZATIONAL
   ID
    	
 
    
	
Burman’s   Apothecary, L.L.C.
    	
 
    	
Pennsylvania
    	
 
    	
3413 Edgmont Avenue, Brookhaven, PA
    	
 
    	
2953525
    	
 
    
	
Burman’s Media   Pharmacy, LLC
    	
 
    	
Pennsylvania
    	
 
    	
594 New Middleton Road, Media, PA
    	
 
    	
4161341
    	
 
    
	
PharmTrack, LLC
    	
 
    	
Nevada
    	
 
    	
3413 Edgmont Avenue, Brookhaven, PA
    	
 
    	
E0581372011-2
    	
 
    


 

Former Names

 

None

 











 

SCHEDULE 3.21

TO

CREDIT AGREEMENT

 

LOCATIONS OF INVENTORY, EQUIPMENT AND BOOKS AND RECORDS

 

	
CREDIT PARTY
    	
 
    	
COLLATERAL LOCATION
    
	
Burman’s Apothecary, L.L.C.
    	
 
    	
594 New Middleton Road, Media, PA
    
	
 
    	
 
    	
3413 Edgmont Avenue, Brookhaven, PA
    
	
 
    	
 
    	
*4100 S. Saginaw Street, Suite D
   Flint, MI 48507-2687
    
	
Burman’s Media Pharmacy, LLC
    	
 
    	
594 New Middleton Road, Media, PA
    
	
 
    	
 
    	
3413 Edgmont Avenue, Brookhaven, PA
    
	
 
    	
 
    	
*4100 S. Saginaw Street, Suite D
   Flint, MI 48507-2687
    
	
PharmTrack, LLC
    	
 
    	
3413 Edgmont Avenue, Brookhaven, PA
    
	
 
    	
 
    	
*4100 S. Saginaw Street, Suite D
   Flint, MI 48507-2687
    


 




* Indicates books and records of Credit Party maintained at this location.

 











 

SCHEDULE 3.22

TO

CREDIT AGREEMENT

 

DEPOSIT ACCOUNTS AND OTHER ACCOUNTS

 

***

 











 

SCHEDULE 3.31

TO

CREDIT AGREEMENT

 

REGULATORY MATTERS

 

(see attached)

 













 


	

    	
Burman's   Apothecary, LLC dba Burman's Specialty Pharmacy License Renewal Information   NCPDP: 3980984 1457346488 NPI: State Agency Name Registration No. License No.   Permit No. Account ID Initial Date Exp. Date Description of Certificate   Colorado Colorado Board of Pharmacy OSP 0006429 6/18/2014 10/31/2016   Non-Resident Pharmacy Registration Connecticut Connecticut - Dept of Consumer   Protection PCN0000987 9/24/2008 8/31/2015 Non-Resident Pharmacy Permit DEA US   Dept of Justice - DEA BB7888778 7/31/2017 Controlled Substance Registration   Delaware State of DE - Division of Professional Regulation A9-0000967   9/30/2008 9/30/2016 Non-Resident Pharmacy Permit Delaware State of DE   Controlled Substance Registration PH-0009054 11/1/2012 6/30/2017 Controlled   substance registration District of Columbia District of Columbia   Pharmaceutical Control Division NRX1100478 2/6/2013 5/31/2017 Non-Resident   Pharmacy Registration lorida Dept of Health division of Medical Quality   Assurance PH 29020 4/9/2015 2/28/2017 special non-resident 
    




 










	

    	
 Georgia State of Georgia Department of   Community Health, Georgia State Board of Pharmacy PHNR000510 5/19/2015   6/30/2017 Non-resident Pharmacy Indiana Indiana Professional Licensing Agency   new number: 64001521A 11/21/2008 12/31/2015 Non-Resident Pharmacy Permit Iowa   Iowa board of Pharmacy 4471 2/18/2015 12/31/2015 non-resident pharmacy lic   Kentucky Commonwealth of Kentucky PA1432 9/1/2010 6/30/2016 Out of state   Pharmacy license Maryland-Drug State of Maryland - Dept Of Health and Mental   Hygiene 479396 9/30/2010 07/31/2016 Registered for CDS Maryland-Pharm State   of Maryland - Dept Of Health and Mental Hygiene P06176 10/31/2008 5/31/2016   Non-Resident Pharmacy Permit New Jersey State of New Jersey - Division of   Consumer Affairs 28RO00000800 5/21/2008 6/30/2016 Non-Resident Pharmacy   Permit New York New York State Board of Pharmacy 029721 8/10/2009 7/31/2015   Non-Resident Pharmacy Permit submitted for renewal 6/11/15 
    




 










	

    	
Burman's Media   Pharmacy, LLC State Agency Name Registration No. License No. Permit No.   Account ID Initial date Exp. Date Description of Certificate DEA US Dept. of   Justice - DEA FB3768225 7/31/2016 Controlled Substance Registration Delaware   State of DE - Division of Professional Regulation A9-0001506 9/30/2016   Non-Resident Pharmacy Permit Ohio Ohio board of Pharmacy NRP 022466800-03   11/6/2014 3/31/2016 Non-resident Pharmacy - category three Oklahoma Oklahoma   State Board of Pharmacy 99-7179 3/5/2015 3/31/2016 Non-resident Pharmacy   Pennsylvania Commonwealth of PA - Bureau of Professional and Occupational   Affairs PP481112 1/14/2002 8/31/2015 Pharmacy License submitted for renewal   6/15/15 South Carolina SC Dept of Labor, Licensing and Regulation 60010193   10/20/2008 6/30/2016 Non-Resident Pharmacy Permit Virginia Commonwealth of VA   - Board of Pharmacy 214001249 4/22/2010 4/30/2016 Non-Resident Pharmacy   Registration 
    




 










	

    	
 Maryland-Drug State of Maryland - Dept. Of   Health and Mental Hygiene 484170 08/31/2016 Registered for CDS Maryland-Pharm   State of Maryland - Dept. Of Health and Mental Hygiene P06565 5/31/2016   Non-Resident Pharmacy Permit New Jersey State of New Jersey - Division of   Consumer Affairs 28RO00105100 6/30/2016 Non-Resident Pharmacy Permit   Pennsylvania Commonwealth of PA - Bureau of Professional and Occupational   Affairs PP4482362 3/29/2013 8/31/2015 Pharmacy License submitted for renewal   6/15/15