September 14, 2018 Direct Vet Marketing, Inc. (d/b/a Vets First Choice) Portland, ME 04101 Attn: General Counsel (voyagerlegal@vetsfirstchoice.com) With copy to: Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110-1726 Attn: Mark Stein...Merger Agreement • February 20th, 2019 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies
Reference is made to (i) that certain Agreement and Plan of Merger, dated as of April 20, 2018 (the “Merger Agreement”), by and among Henry Schein, Inc. (“Henry Schein”), HS Spinco, Inc. (“Spinco”), HS Merger Sub, Inc., Direct Vet Marketing, Inc. (“Voyager”), and Shareholder Representative Services, LLC, solely in its capacity as the Voyager Stockholders’ Representative (the “Voyager Stockholders’ Representative”), and (ii) that certain Contribution and Distribution Agreement, dated as of April 20, 2018 (the “CDA”), by and among Henry Schein, Spinco, Voyager and, solely for purposes of certain articles thereto, the Voyager Stockholders’ Representative. For purposes of this letter agreement (this “Letter”), capitalized terms used but not otherwise defined in this Letter shall have the meaning ascribed to them in the Merger Agreement or in the CDA, as applicable.
January 15, 2019 Direct Vet Marketing, Inc. (d/b/a Vets First Choice)Henry Schein Inc • February 20th, 2019 • Wholesale-medical, dental & hospital equipment & supplies
Re: Amendment No. 3 to Contribution and Distribution Agreement and Amendment No. 2 to Merger AgreementMerger 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.
