Common Contracts

2 similar Merger Agreement contracts by Henry Schein Inc, HS Spinco, Inc.

Re: Amendment No. 3 to Contribution and Distribution Agreement and Amendment No. 2 to Merger Agreement
Merger Agreement • February 20th, 2019 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies

Reference is made to (i) that certain Contribution and Distribution Agreement, dated as of April 20, 2018, by and among Henry Schein, Inc. (“Harbor”), HS Spinco, Inc. (“Spinco”), Direct Vet Marketing, Inc. (“Voyager”) and, solely for purposes of certain articles thereto, Shareholder Representative Services, LLC, solely in its capacity as the Voyager Stockholders’ Representative (the “Voyager Stockholders’ Representative”) (as amended, the “CDA”), and (ii) that certain Agreement and Plan of Merger, dated as of April 20, 2018, by and among Harbor, Spinco, HS Merger Sub, Inc., Voyager, and the Voyager Stockholders’ Representative (as amended, the “Merger Agreement”). For purposes of this letter agreement (this “Letter”), capitalized terms used but not otherwise defined in this Letter shall have the meanings ascribed to them in the CDA or in the Merger Agreement, as applicable.

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Re: Amendment No. 3 to Contribution and Distribution Agreement and Amendment No. 2 to Merger Agreement
Merger Agreement • December 26th, 2018 • HS Spinco, Inc. • Retail-drug stores and proprietary stores

Reference is made to (i) that certain Contribution and Distribution Agreement, dated as of April 20, 2018, by and among Henry Schein, Inc. (“Harbor”), HS Spinco, Inc. (“Spinco”), Direct Vet Marketing, Inc. (“Voyager”) and, solely for purposes of certain articles thereto, Shareholder Representative Services, LLC, solely in its capacity as the Voyager Stockholders’ Representative (the “Voyager Stockholders’ Representative”) (as amended, the “CDA”), and (ii) that certain Agreement and Plan of Merger, dated as of April 20, 2018, by and among Harbor, Spinco, HS Merger Sub, Inc., Voyager, and the Voyager Stockholders’ Representative (as amended, the “Merger Agreement”). For purposes of this letter agreement (this “Letter”), capitalized terms used but not otherwise defined in this Letter shall have the meanings ascribed to them in the CDA or in the Merger Agreement, as applicable.

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