REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2017 • PetIQ, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Registration Rights Agreement (this “Agreement”), dated as of July , 2017, is entered into by and among PetIQ, Inc., a Delaware corporation (the “Company”), each person executing this Agreement and listed as a “Continuing LLC Owner” on the signature pages hereto (together with their Permitted Transferees that become a party hereto, the “Continuing LLC Owners”) and each Person executing this Agreement and listed as a “C-Corp LLC Owner Parent” on the signature pages hereto (collectively, together with their Permitted Transferees that become party hereto, the “C-Corp LLC Owner Parents”).
PetIQ HOLDINGS, LLC A Delaware Limited Liability Company SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ], 2017Limited Liability Company Agreement • July 6th, 2017 • PetIQ, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PetIQ Holdings, LLC (the “Company”), dated [ ], 2017 and effective as set forth herein (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined herein).
PETIQ, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • July 6th, 2017 • PetIQ, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made effective as of (the “Grant Date”) by and between PetIQ, Inc., a Delaware corporation (the “Company”), and (the “Participant”), pursuant to the PetIQ, Inc. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
RECAPITALIZATION AGREEMENTRecapitalization Agreement • July 6th, 2017 • PetIQ, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This Recapitalization Agreement (this “Agreement”), dated as of July , 2017, is entered into by and among PetIQ, Inc., a Delaware corporation (“PetIQ Corporation”), PetIQ Holdings, LLC, a Delaware limited liability company (“PetIQ LLC”), the Continuing LLC Owners (as defined herein), the C-Corp LLC Owners (as defined herein) and the C-Corp LLC Owner Parents (as defined herein). The parties hereto are collectively referred to herein as the “Parties.”
CONTRIBUTION AGREEMENTContribution Agreement • July 6th, 2017 • PetIQ, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This Contribution Agreement (this “Agreement”), dated as of July , 2017, is made and entered into by and among (i) PetIQ, Inc., a Delaware corporation (“PetIQ Corporation”), (ii) Eos Partners, L.P., a Delaware limited partnership (“Eos Partners”), Eos Capital Partners IV, L.P., a Delaware limited partnership (“Eos Capital Partners”), and Highland Consumer Fund I-B Limited Partnership, a Delaware limited partnership (“Highland” and, together with Eos Partners and Eos Capital Partners, the “C-Corp LLC Owner Parents”), and (iii) ECP IV TS Investor Co., a Delaware corporation (“ECP IV”), Eos TS Investor Co., a Delaware corporation (“Eos TS”), and HCP—TS Blocker Corp., a Delaware (“HCP” and, together with ECP IV and Eos TS, the “C-Corp LLC Owners”). The parties hereto are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Recapitalization Agreement (defined belo
