INDEMNIFICATION AGREEMENTIndemnification Agreement • December 26th, 2018 • HS Spinco, Inc. • Retail-drug stores and proprietary stores • Delaware
This Indemnification Agreement (“Agreement”), dated as of [ ], 20[ ], is by and between Covetrus, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER]1 (“Indemnitee”).
CONTRIBUTION AND DISTRIBUTION AGREEMENT by and among HENRY SCHEIN, INC., HS SPINCO, INC., and DIRECT VET MARKETING, INC. and solely for purposes of Article V and Article X SHAREHOLDER REPRESENTATIVE SERVICES LLC DATED AS OF APRIL 20, 2018Contribution and Distribution Agreement • December 26th, 2018 • HS Spinco, Inc. • Retail-drug stores and proprietary stores • Delaware
This CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of April 20, 2018, is entered into by and between Henry Schein, Inc., a Delaware corporation (“Harbor”), HS Spinco, Inc., a Delaware corporation and a wholly-owned direct Subsidiary of Harbor (“Spinco”), Direct Vet Marketing, Inc., a Delaware corporation (“Voyager”), and, solely for purposes of ARTICLE V and ARTICLE X, Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Voyager Stockholders (the “Voyager Stockholders’ Representative” and, together with Harbor, Spinco and Voyager, the “Parties” and each, a “Party”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HENRY SCHEIN, INC., HS SPINCO, AND DIRECT VET MARKETING, INC. DATED AS OF APRIL 20, 2018Employee Matters Agreement • December 26th, 2018 • HS Spinco, Inc. • Retail-drug stores and proprietary stores
This EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of April 20, 2018 (this “Agreement”), is by and between Henry Schein, Inc., a Delaware corporation (“Harbor”), HS Spinco, Inc., a Delaware corporation and wholly owned subsidiary of Harbor (“Spinco”), and Direct Vet Marketing, Inc. (“Voyager”). Harbor, Spinco and Voyager are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement and Plan of Merger, by and among Harbor, Spinco, HS Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Spinco (“Merger Sub”), Voyager, and Shareholder Representative Services LLC, of even date herewith (as such agreement may be amended from time to time, the “Merger Agreement”). Terms capitalized but not defined in this Agreement shall have the meaning set forth in the Merger Agreement.
TAX MATTERS AGREEMENT BY AND AMONG HARBOR, SPINCO AND VOYAGER DATED AS OF January [●], 2019Tax Matters Agreement • December 26th, 2018 • HS Spinco, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of January [●], 2019 is entered into by and among Henry Schein, Inc., a Delaware corporation (“Harbor”), HS Spinco, Inc., a Delaware corporation and a [direct] [wholly-owned] Subsidiary of Harbor (“Spinco”), and Direct Vet Marketing, Inc., a Delaware corporation (“Voyager”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Voyager Stockholders (the “Voyager Stockholders’ Representative” and, together with Harbor, Spinco and Voyager, the “Parties”). Any capitalized term used herein without definition shall have the meaning given to it in the Contribution and Distribution Agreement.
ESCROW AGREEMENTEscrow Agreement • December 26th, 2018 • HS Spinco, Inc. • Retail-drug stores and proprietary stores • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of [●], 2019, by and among Henry Schein, Inc., a Delaware corporation (“Henry Schein”), HS Spinco, Inc., Delaware corporation and a direct, wholly owned subsidiary of Henry Schein (“Spinco”), Shareholder Representative Services LLC, a Colorado limited liability company (the “Voyager Stockholders’ Representative”), solely in its capacity as the representative of the holders of capital stock of Voyager (as defined below), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
LEASE to VFC PHARMACY #101, LLC Leased Premises Designated as Unit 2 Newbury Street Condominiums Dated: August 20, 2018Lease Agreement • December 26th, 2018 • HS Spinco, Inc. • Retail-drug stores and proprietary stores • Maine
THIS LEASE AGREEMENT (herein called the “Lease”) is made as of this 20th day of August, 2018, by and between 86 NEWBURY STREET LLC, a Maine limited liability company, with a place of business in Portland, Maine (“Landlord”), and mailing address of c/o Chris Dyer, PO Box 6039, Falmouth, Maine 04105, and VFC PHARMACY #101, LLC, a Delaware limited liability company (“Tenant”), at the addresses shown below.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 26th, 2018 • HS Spinco, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS AGREEMENT (this “Agreement”) is made as of , 2019, between Henry Schein, Inc., a Delaware corporation (“Harbor”), and HS Spinco, Inc., a Delaware corporation (“Spinco” and, together with Harbor, the “Parties”).
Re: Amendment No. 3 to Contribution and Distribution Agreement and Amendment No. 2 to Merger AgreementMerger 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.
LEASE AGREEMENT between Northgate Office, LLC, a Delaware Limited Liability Company as Landlord and Direct Vet Marketing, Inc. a Delaware Corporation as TenantLease Agreement • December 26th, 2018 • HS Spinco, Inc. • Retail-drug stores and proprietary stores • Arizona
So long as Landlord receives a Payment Request not later than the 20th day of the month, Landlord shall provide payment to Tenant within thirty (30) days after receipt of the Payment Request. In the event that Landlord receives the Payment Request later than the 20th day of the month, Landlord shall provide payment to Tenant in the next payment cycle. If Landlord fails to provide payment to Tenant as and when required pursuant to this Section, upon Tenant giving Landlord an additional notice and failure of such payment to be made to Tenant within five (5) business days thereafter, Tenant shall have the right to offset such amounts against the Rent next owing under the Lease, except and to the extent Tenant has at such time received payment of such sums from Landlord.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE INVESTORS ON SCHEDULE A HERETO, AND HS SPINCO, INC. Dated as of December 25, 2018Registration Rights Agreement • December 26th, 2018 • HS Spinco, Inc. • Retail-drug stores and proprietary stores • Delaware
This Registration Rights Agreement (the “Agreement”) is made, entered into as of December 25, 2018 by and among HS Spinco, Inc. and the investors set forth on Schedule A hereto (each, an “Investor”).
