CHEWY, INC. 5,100,000 Shares of Class A Common Stock Underwriting AgreementChewy, Inc. • September 21st, 2020 • Retail-catalog & mail-order houses • New York
Chewy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,100,000 shares of Class A common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 765,000 shares of Class A common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A common stock, par value $0.01 per share, and the shares of Class B common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein collectively as the “Stock”. To the extent there are no additional Underwriters listed on Schedule 1 other than you, the term “Representatives” as used herein shal
AMENDMENT NO. 2Credit Agreement • February 1st, 2023 • Chewy, Inc. • Retail-catalog & mail-order houses • New York
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2019 • Chewy, Inc. • Retail-catalog & mail-order houses • Delaware
This Indemnification Agreement (this “Agreement”) is made as of ____________, 2019 by and between Chewy, Inc., a Delaware corporation (the “Company”), in its own name and on behalf of its direct and indirect subsidiaries, and ______________, an individual (“Indemnitee”).
AMENDMENT NO. 1Abl Credit Agreement • September 1st, 2021 • Chewy, Inc. • Retail-catalog & mail-order houses • New York
ABL CREDIT AGREEMENT dated as of June 18, 2019 (as amended by Amendment No. 1 (as defined below), this “ Agreement”), among CHEWY, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as Administrative Agent.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 3rd, 2019 • Chewy, Inc. • Retail-catalog & mail-order houses • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into as of this 1st day of June 2019, by and between Chewy, Inc., a Delaware corporation (the “Company”), and Sumit Singh (“Executive”), amends and restates the employment agreement by and between Executive and the Company entered into in May, 2018.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated as of October 30, 2023 by and among CHEWY, INC. and THE OTHER PERSONS SET FORTH ON THE SIGNATURE PAGES HERETOInvestor Rights Agreement • October 30th, 2023 • Chewy, Inc. • Retail-catalog & mail-order houses • Delaware
This Amended and Restated Investor Rights Agreement (the “Agreement”), is made and entered into as of October 30, 2023, by and among Chewy, Inc., a Delaware corporation (the “Company”), and the Persons (as defined herein) set forth on the signature pages hereto (together with all other Persons who become Company stockholders party hereto in accordance with this Agreement, the “Stockholders”).
CHEWY, INC. [·] Shares of Class A Common Stock Underwriting AgreementChewy, Inc. • June 3rd, 2019 • Retail-catalog & mail-order houses • New York
Chewy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [·] shares of Class A Common Stock (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [·] shares of Class A Common Stock, and the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [·] shares of Class A Common Stock (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of
AWARD NOTICE AND RESTRICTED STOCK UNIT AGREEMENT (2023 Director Grants) CHEWY, INC.Restricted Stock Unit Agreement • August 30th, 2023 • Chewy, Inc. • Retail-catalog & mail-order houses • Florida
The Participant has been granted Restricted Stock Units with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Restricted Stock Unit Agreement and the Plan, as applicable.
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • June 18th, 2019 • Chewy, Inc. • Retail-catalog & mail-order houses • Delaware
TAX MATTERS AGREEMENT BY AND BETWEEN ARGOS INTERMEDIATE HOLDCO I INC., PETSMART, INC. AND CHEWY, INC. Dated as of June 13, 2019Tax Matters Agreement • June 18th, 2019 • Chewy, Inc. • Retail-catalog & mail-order houses • Delaware
This Tax Matters Agreement (this “Agreement”), dated as of June 13, 2019, is entered into by and between Argos Intermediate Holdco I Inc., a Delaware corporation (“Parent”), PetSmart, Inc., a Delaware corporation (“PetSmart”) and Chewy, Inc., a Delaware corporation (“Chewy”) (each a “Party” and, collectively, the “Parties”).
AMENDMENT NO. 1 TO INTERCOMPANY SERVICES AGREEMENTIntercompany Services Agreement • March 30th, 2021 • Chewy, Inc. • Retail-catalog & mail-order houses
This AMENDMENT NO. 1 to the INTERCOMPANY SERVICES AGREEMENT (this “First Amendment”), is made effective as of February 12, 2021 (the “Effective Date”), by and between Chewy Pharmacy KY, LLC, a Delaware limited liability company (the “Company”), and Chewy, Inc., a Delaware corporation (the “Service Provider”). Each party hereto may be referred to in this First Amendment as a “Party” or, collectively, the “Parties.” Capitalized terms used and not defined in this First Amendment shall have the meanings set forth in the Agreement (as defined below).
Date: May 31, 2019 PetSmart International Holdings I LLC and PetSmart International Holdings II LLC MASTER PROCUREMENT AGREEMENTMaster Procurement Agreement • June 3rd, 2019 • Chewy, Inc. • Retail-catalog & mail-order houses • New York
AGREEMENT AND PLAN OF MERGER by and among CHEWY, INC., CHEWY KENTUCKY HOLDING, LLC, BUDDY CHESTER SUB PARENT HOLDCO, INC. and solely for the purposes of Article II, Article III, Article IV, Article VI, Article VII and Article VIII, Buddy Chester...Agreement and Plan of Merger • October 30th, 2023 • Chewy, Inc. • Retail-catalog & mail-order houses • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 30, 2023, by and among Chewy, Inc., a Delaware corporation (“Parent”), Chewy Kentucky Holding, LLC, a single member Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), Buddy Chester Sub Parent Holdco, Inc., a Delaware corporation (the “Company”), and, solely for the purposes of Article II, Article III, Article IV, Article VI, Article VII and Article VIII, Buddy Chester Sub LLC, a Delaware limited liability company (“Company Parent”) (each of Parent, Merger Sub, the Company and (to the extent applicable) Company Parent, a “Party” and, collectively, the “Parties”).
AWARD NOTICE AND RESTRICTED STOCK UNIT AGREEMENT (Senior Leadership Team) CHEWY, INC.Restricted Stock Unit Agreement • June 3rd, 2019 • Chewy, Inc. • Retail-catalog & mail-order houses • Delaware
The Participant has been granted Restricted Stock Units with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Restricted Stock Unit Agreement and the Plan, as applicable.
INTERCOMPANY SERVICES AGREEMENTIntercompany Services Agreement • April 29th, 2019 • Chewy, Inc. • Retail-catalog & mail-order houses • Delaware
THIS SERVICES AGREEMENT (this “Agreement”), effective as of July 2, 2018 (the “Effective Date”), by and between Chewy Pharmacy KY, LLC, a Delaware limited liability company (the “Company”) and Chewy, Inc., a Delaware corporation (the “Service Provider”). The Service Provider and the Company are sometimes referred to collectively as the “Parties” or individually as “Party.”
AMENDMENT TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • December 8th, 2020 • Chewy, Inc. • Retail-catalog & mail-order houses
This AMENDMENT to the MASTER TRANSACTION AGREEMENT (this “Amendment Agreement”), is made effective as of August 12, 2020 (the “Effective Date”), by and between Chewy, Inc., a Delaware corporation (“Chewy”), and PetSmart, Inc., a Delaware corporation (“PetSmart”). Each party hereto may be referred to in this Agreement as a “Party” or, collectively, the “Parties.”
AMENDMENT NO. 2 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • March 30th, 2021 • Chewy, Inc. • Retail-catalog & mail-order houses
This AMENDMENT NO. 2 to the MASTER TRANSACTION AGREEMENT (this “Second Amendment”), is made effective as of February 12, 2021 (the “Effective Date”), by and between Chewy, Inc., a Delaware corporation (“Chewy”), and PetSmart LLC, a Delaware limited liability company (f/k/a PetSmart, Inc.) (“PetSmart”). Each party hereto may be referred to in this Second Amendment as a “Party” or, collectively, the “Parties.” Capitalized terms used and not defined in this Second Amendment shall have the meanings set forth in the Agreement (as defined below).
STOCKHOLDERS AGREEMENT of CHEWY INC. dated as of April 17, 2019Stockholders Agreement • May 17th, 2019 • Chewy, Inc. • Retail-catalog & mail-order houses • New York
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of April 17, 2019, by and among Chewy, Inc., a Delaware corporation (the “Company”), Argos Intermediate Holdco III Inc., a Delaware corporation (“Argos Holdco”), Buddy Holdings Corp., a Delaware corporation (“Buddy Holdings” and, together with Argo Holdco, “Argos”), PetSmart, Inc., a Delaware corporation (“PetSmart”), Buddy Chester Corp, a Delaware corporation, Buddy Chester Sub Corp, a Delaware corporation (“Chester Sub”), and any Person who becomes a party hereto pursuant to Section 2.1(b).
AMENDMENT TO MASTER PURCHASE AGREEMENTMaster Purchase Agreement • May 30th, 2019 • Chewy, Inc. • Retail-catalog & mail-order houses
THIS AMENDMENT TO THE MASTER PURCHASE AGREEMENT (this “Amendment”) is executed by and between Chewy, Inc. (“Chewy”) and PetSmart Home Office, Inc. (“PetSmart”).
MASTER PURCHASE AGREEMENTMaster Purchase Agreement • May 30th, 2019 • Chewy, Inc. • Retail-catalog & mail-order houses • Delaware
This Master Purchase Agreement (“Agreement”) is entered into as of the 7th day of February, 2019 (“Effective Date”) between Chewy, Inc., a Delaware corporation (“Chewy”) having Its principal place of business at 1855 Griffin Road, Suite B-428, Dania Beach, FL 33004, and PetSmart Home Office, Inc., a Delaware corporation, located at 19601 North 27th Avenue, Phoenix, Arizona 85027 (“PetSmart”). In this Agreement, PetSmart and Chewy each may be the selling party (“Seller”) or the buying party (“Buyer”) depending on the respective transaction.
FIRST AMENDMENT TO AWARD NOTICE AND RESTRICTED STOCK UNIT AGREEMENT CHEWY, INC. July 22, 2021Restricted Stock Unit Agreement • September 1st, 2021 • Chewy, Inc. • Retail-catalog & mail-order houses
This First Amendment to the Award Notice and Restricted Stock Unit Agreement, by and between Chewy, Inc. (the “Company”) and J.K. Symancyk (the “Participant”), is entered into as of the date hereof, pursuant to the Chewy, Inc. 2019 Omnibus Incentive Plan (the “Plan”). Capitalized terms used herein but otherwise defined have the meaning assigned to them in the Plan.
