AGREEMENT AND PLAN OF MERGER among COVETRUS, INC, CORGI BIDCO, INC. and CORGI MERGER SUB, INC. Dated as of May 24, 2022Merger Agreement • May 25th, 2022 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of May 24, 2022, by and among Covetrus, Inc., a Delaware corporation (the “Company”), Corgi Bidco, Inc., a Delaware corporation (“Parent”), and Corgi Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”).
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”).
CREDIT AGREEMENT among VET INTERMEDIATE HOLDCO II, LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Issuing Lender, JPMORGAN CHASE BANK, N.A., MERRILL...Credit Agreement • February 7th, 2019 • Covetrus, Inc. • Retail-drug stores and proprietary stores • New York
CREDIT AGREEMENT, dated as of February 7, 2019, among VET INTERMEDIATE HOLDCO II, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Issuing Lender.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2020 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on November 9, 2020 by and between Covetrus, Inc., a Delaware corporation (the “Company”) and Dustin Finer (the “Executive” and collectively with the Company, the “Parties”), and shall be effective as of November 1, 2019 (the “Effective Date”). All references herein to the Company shall include the Company’s subsidiaries, where applicable.
INVESTMENT AGREEMENT by and between COVETRUS, INC. and CD&R VFC HOLDINGS, L.P. Dated as of April 30, 2020Investment Agreement • May 1st, 2020 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
INVESTMENT AGREEMENT, dated as of April 30, 2020 (this “Agreement”), by and between Covetrus, Inc., a Delaware corporation (the “Company”), and CD&R VFC Holdings, L.P., a Cayman Islands exempted limited partnership (the “Investor”).
COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 5th, 2019 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”).
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”).
TAX MATTERS AGREEMENT BY AND AMONG HARBOR, SPINCO AND VOYAGER DATED AS OF January 7, 2019Tax Matters Agreement • January 8th, 2019 • HS Spinco, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of January 7, 2019 is entered into by and among Henry Schein, Inc., a Delaware corporation (“Harbor”), HS Spinco, Inc., a Delaware corporation and a direct 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.
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.
REGISTRATION RIGHTS AGREEMENT by and among COVETRUS, INC. and THE INVESTOR LISTED ON THE SIGNATURE PAGES HERETO Dated as of May 19, 2020Registration Rights Agreement • May 19th, 2020 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 19, 2020, by and between Covetrus, Inc., a Delaware corporation (the “Company”), and CD&R VFC Holdings, L.P. (together with its respective successors and assigns, the “Purchaser”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchaser and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Investors” and individually each as an “Investor”.
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
January 15, 2019 Direct Vet Marketing, Inc. (d/b/a Vets First Choice)Contribution and Distribution Agreement • January 15th, 2019 • HS Spinco, Inc. • Retail-drug stores and proprietary stores
ESCROW AGREEMENTEscrow Agreement • February 7th, 2019 • Covetrus, Inc. • Retail-drug stores and proprietary stores • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of February 7, 2019, by and among Henry Schein, Inc., a Delaware corporation (“Henry Schein”), Covetrus, Inc. (formerly known as 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).
COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 5th, 2019 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”).
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 • February 7th, 2019 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS AGREEMENT (this “Agreement”) is made as of February 7, 2019, between Henry Schein, Inc., a Delaware corporation (“Harbor”), and Covetrus, Inc., a Delaware corporation (“Spinco” and, together with Harbor, the “Parties”).
COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN INCENTIVE STOCK OPTION GRANT AGREEMENTIncentive Stock Option Grant Agreement • March 5th, 2019 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This INCENTIVE STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”).
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...Contribution and Distribution Agreement • September 14th, 2018 • HS Spinco, Inc. • Pharmaceutical preparations
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.
May 19, 2022 CD&R VFC Holdings, L.P. c/o Clayton, Dubilier & Rice, LLC 375 Park Avenue, 18th Floor New York, New York 10152 Attention: Sarah Kim Email: skim@cdr-inc.com Re: Investment Agreement – Limited Waiver Ladies and Gentleman:Investment Agreement • May 20th, 2022 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
Reference is made to that certain Investment Agreement, dated as of April 30, 2020 (the “Investment Agreement”), by and among Covetrus, Inc., a Delaware corporation (the “Company”) and CD&R VFC Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Holdings” and, together with its Affiliates, the “CD&R Investors”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Investment Agreement.
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”).
COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • March 5th, 2019 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”).
Re: Amendment No. 3 to Contribution and Distribution Agreement and Amendment No. 2 to Merger AgreementContribution and Distribution 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.
COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLANTransformation Performance Stock Unit Agreement • May 6th, 2021 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This AMENDED TRANSFORMATION PERFORMANCE STOCK UNIT AGREEMENT (the “Agreement”), dated as of_________, is delivered by Covetrus, Inc. (the “Company”) to the person to whom this Agreement is made pursuant to the terms of the Plan (the “Participant”).
COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLANTransformation Performance Stock Unit Agreement • January 21st, 2020 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This TRANSFORMATION PERFORMANCE STOCK UNIT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”).
SEPARATION AND RELEASE AGREEMENTSeparation Agreement • February 20th, 2020 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Maine
This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Covetrus, Inc. and each of its parents, subsidiaries and affiliates (the “Company”). You and the Company agree as follows:
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.
COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLANTransformation Performance Stock Unit Agreement • January 21st, 2020 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This TRANSFORMATION PERFORMANCE STOCK UNIT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”).
INSTRUMENT OF AMENDMENT EMPLOYMENT AGREEMENT BETWEEN COVETRUS INC. AND MATTHEW FOULSTONEmployment Agreement • August 11th, 2022 • Covetrus, Inc. • Retail-drug stores and proprietary stores
This Amendment to the Employment Agreement dated May 11, 2020 (the “Employment Agreement”) between Covetrus, Inc. (the “Company”) and Matthew Foulston (the “Executive”) is made and effective as of August 5, 2022 by the Company and the Executive.
COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLANPerformance Stock Unit Grant Agreement • May 6th, 2021 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This 2021 PERFORMANCE STOCK UNIT GRANT AGREEMENT (the “Agreement”), dated as of ___________ (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to the person to whom this Agreement is made pursuant to the terms of the Plan (the “Participant”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • October 22nd, 2019 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Maine
This Separation and Release Agreement (this “Agreement”) is entered into as of the date set forth on the signature page below (the “Execution Date”), by and between Benjamin Shaw (“you”) and Covetrus, Inc. (the “Company”, and together with you, the “Parties”).
COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 5th, 2019 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2020 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on March 20, 2020 (the “Effective Date”), between Covetrus, Inc., a Delaware corporation (the “Company”) and Benjamin Wolin (the “Executive” and collectively with the Company, the “Parties”). All references herein to the Company shall include the Company's subsidiaries, where applicable.
HENRY SCHEIN, INC. Melville, NY 11747Transition Services Agreement • February 7th, 2019 • Covetrus, Inc. • Retail-drug stores and proprietary stores
Reference is made to the Transition Services Agreement, dated as of the date hereof (the “TSA”), by and between Henry Schein, Inc. (“Harbor”) and Covetrus, Inc. (“Spinco”). 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 TSA.
FIRST AMENDMENTCredit Agreement • March 3rd, 2020 • Covetrus, Inc. • Retail-drug stores and proprietary stores • New York
FIRST AMENDMENT, dated as of February 27, 2020 (this “Amendment”), to the Credit Agreement, dated as of February 7, 2019 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Vet Intermediate Holdco II, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as Lenders (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), and the other parties thereto.
