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.

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

SCHEDULE 3 TO
GUARANTY AND SECURITY AGREEMENT

Pledged Certificated Equity Interests

Pledged Uncertificated Equity Interests

Pledged Debt

None

SCHEDULE 3.9

TO

CREDIT AGREEMENT

REAL ESTATE

Owned Real Estate

None

Leased Real Estate

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.

SCHEDULE 3.20

TO

CREDIT AGREEMENT

JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE OFFICE

Former Names

None

SCHEDULE 3.21

TO

CREDIT AGREEMENT

LOCATIONS OF INVENTORY, EQUIPMENT AND BOOKS AND RECORDS

* 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)