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 • April 23rd, 2018 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies • 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 • April 23rd, 2018 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies
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.
ContractLetter Agreement • April 23rd, 2018 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies
Amendment made this 20th day of April 2018 (this “Amendment”) to the Put Rights Agreements among DARBY GROUP COMPANIES, INC. (“Darby”), successor by merger to BURNS VETERINARY SUPPLY, INC. (“Burns”), HENRY SCHEIN, INC. (“Schein”), BUTLER ANIMAL HEALTH HOLDING COMPANY, LLC (“BAHHC”), Michael Caputo, Anthony Ricigliano and Justina Gordon.
