LIMITED GUARANTEELimited Guarantee • June 30th, 2022 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
LIMITED GUARANTEE, dated as of May 24, 2022 (this “Limited Guarantee”), by Clayton, Dubilier & Rice Fund XI, L.P., a Cayman Islands exempted limited partnership (the “Guarantor”), in favor of Covetrus, Inc., a Delaware corporation (the “Guaranteed Party”).
Private and Strictly Confidential May 24, 2022 Corgi BidCo, Inc. c/o Clayton, Dubilier & Rice, LLC New York, NY 10152 Ladies and Gentlemen:Letter Agreement • June 30th, 2022 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This letter agreement (this “Letter”) sets forth the commitments of TPG Healthcare Partners, L.P., a Delaware limited partnership (the “Investor”), subject to the terms and conditions set forth herein, to purchase, directly or indirectly, certain equity interests of Corgi BidCo, Inc., a newly formed Delaware corporation (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Transaction Agreement”), dated as of the date hereof, by and among Parent, Corgi Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and Covetrus, Inc., a Delaware corporation (the “Company”), at the Closing of the transactions contemplated thereby (the “Transaction”), Merger Sub will be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease (the “Merger”), with the Company being
