Petco Health and Wellness Company, Inc. Class A Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • January 6th, 2021 • PET Acquisition LLC • Retail-retail stores, nec • New York
Petco Health and Wellness Company, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of ________, ___ (the “Effective Date”) by and between Petco Health and Wellness Company, Inc., a Delaware corporation (the “Company”), and ____________ (the “Indemnitee”).
SECOND AMENDMENT AGREEMENTTerm Loan Credit Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • New York
TERM LOAN CREDIT AGREEMENT, dated as of January 26, 2016 (as amended by the First Amendment Agreement dated as of June 17, 2016 and the Second Amendment Agreement dated as of January 27, 2017, and as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among initially PET ACQUISITION MERGER SUB LLC, a Delaware limited liability company (“Merger Sub” and in its capacity as the initial borrower hereunder, the “Initial Borrower”, and after the assignment of the obligations of Initial Borrower on the Closing Date pursuant to Section 10.22 and the Merger and the LLC Conversion have been completed, in its capacity as Holdings hereunder, “Holdings”) and after the consummation of the Merger, and upon assumption of the Initial Borrower’s Obligations hereunder pursuant to Section 10.22, PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Successor Borrower”), the Lenders party hereto from time to time and CITIBANK, N.A., as adminis
FIRST AMENDMENT AGREEMENTRevolving Credit Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • New York
REVOLVING CREDIT AGREEMENT, dated as of January 26, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among initially PET ACQUISITION MERGER SUB LLC, a Delaware limited liability company (“Merger Sub” and in its capacity as the initial borrower hereunder, the “Initial Borrower”, and after the assignment of the obligations of Initial Borrower on the Closing Date pursuant to Section 10.23 and the Merger and the LLC Conversion have been completed, in its capacity as Holdings hereunder, “Holdings”) and after the consummation of the Merger, and upon assumption of the Initial Borrower’s Obligations hereunder pursuant to Section 10.23, PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Successor Borrower”), the Lenders and other Issuing Banks party hereto from time to time and CITIBANK, N.A., as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), and as collateral age
INTERCREDITOR AGREEMENTIntercreditor Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • New York
INTERCREDITOR AGREEMENT dated as of January 26, 2016, among CITIBANK, N.A., as ABL Agent (as defined below) and CITIBANK, N.A., as Initial Term Loan Agent (as defined below), and acknowledged and agreed to by PET ACQUISITION MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”), as the initial borrower under the Initial Term Loan Credit Agreement and the ABL Credit Agreement (each as defined below) and concurrently with and following the assignment of the obligations of initial borrower on the Closing Date pursuant the Initial Term Loan Credit Agreement and the ABL Credit Agreement, the Merger and the LLC Conversion have been completed, in its capacity as Holdings (“Holdings”) and concurrently with and following the consummation of the Merger, and assumption of the initial borrower’s obligations pursuant to the Initial Term Loan Credit Agreement and ABL Credit Agreement, PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the “Company”), as the borrower under the Initial
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT,Term Loan Guarantee and Collateral Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • New York
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT dated as of January 26, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among each party identified as a “Grantor” on the signature pages hereto (together with any other entity that may become a party hereto as a Grantor as provided herein, each a “Grantor” and, collectively, the “Grantors”), and CITIBANK, N.A., as Administrative Agent for the Lenders under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 5th, 2021 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • New York
This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of March 4, 2021, and entered into by and among Citibank, N.A. (“Citi”) as collateral agent for the holders of the Revolving Credit Obligations (as defined below) (in such capacity, together with its permitted successors and assigns (including in connection with any Refinancing), the “Revolving Credit Collateral Agent”) and Citibank, N.A., as collateral agent for the holders of the Initial Term Loan Obligations (as defined below) (in such capacity, together with its permitted successors and assigns, the “Initial Term Loan Collateral Agent”), each Additional Fixed Asset Collateral Agent from time to time a party hereto, and as acknowledged and agreed to by Petco Health and Wellness Company, Inc., a Delaware corporation (the “Revolving Credit Borrower”) and the certain Subsidiaries of the Borrower that become a party hereto from time to time as a Grantor.
ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of January 26, 2016, among PET ACQUISITION MERGER SUB LLC, (to be merged with and into PETCO HOLDINGS, INC.) as the Initial Borrower, and immediately after giving effect to the Merger, as Holdings,...Abl Guarantee and Collateral Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • New York
ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of January 26, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among each party identified as a “Grantor” on the signature pages hereto (together with any other entity that may become a party hereto as a Grantor as provided herein, each a “Grantor” and, collectively, the “Grantors”), and CITIBANK, N.A., as Administrative Agent for the Lenders under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
This Retention Bonus Agreement (Agreement) is effective on April 1, 2020, by and between Michelle Bonfilio (hereinafter “Employee”) and Petco Animal Supplies Stores., Inc. (hereinafter “Company”). In consideration of the mutual promises made herein, the Company and Employee agree as follows.
SECOND AMENDMENT TO ABL REVOLVING CREDIT AGREEMENTAbl Revolving Credit Agreement • April 3rd, 2024 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • New York
This ABL REVOLVING CREDIT AGREEMENT is entered into as of March 4, 2021 (as amended by that certain First Amendment to ABL Revolving Credit Agreement, dated as of December 12, 2022 and the Second Amendment to ABL Revolving Credit Agreement, dated as of March 29, 2024), by and among Petco Health and Wellness Company, Inc., a Delaware corporation (the “Borrower”), CITIBANK, N.A. (“Citibank”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, each Issuing Bank from time to time party hereto, each financial institution listed on the signature pages hereto as an Agent, the financial institutions set forth on the cover of this Agreement as joint lead arrangers and joint bookrunners (collectively, the “Lead Arrangers” and “Joint Bookrunners”), and each lender from time to time party hereto (collectively, the “Lender
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • June 5th, 2024 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • Nevada
This SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (this “Agreement”) is entered into by and between Petco Animal Supplies Stores, Inc. (the “Company”), Darren MacDonald (“Executive”), and solely for purposes of Section 2(c), Scooby LP (“Scooby”). Executive, the Company and Scooby are each referred to herein as a “Party” and collectively as the “Parties.”
COMMON SERIES C UNIT AWARD AGREEMENTCommon Series C Unit Award Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • Delaware
THIS COMMON SERIES C UNIT AWARD AGREEMENT (this “Award”) is made as of (the “Grant Date”) between Scooby LP, a limited partnership organized under the laws of the State of Delaware (the “Partnership”), and the individual set forth on the signature page hereto (the “Participant”);
EMPLOYMENT AGREEMENT BETWEEN PETCO ANIMAL SUPPLIES, INC. AND DARREN MACDONALDEmployment Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 25, 2019 (the “Effective Date”) by and between Petco Animal Supplies, Inc., a Delaware corporation (“Petco” or “the Company”) and Darren MacDonald (“Executive”). Petco and Executive are hereinafter collectively referred to as the “Parties,” and are individually referred to as a “Party.”
REGISTRATION RIGHTS AGREEMENT BY AND AMONG PETCO HEALTH AND WELLNESS COMPANY, INC. AND SCOOBY AGGREGATOR, LP DATED AS OF JANUARY 19, 2021Registration Rights Agreement • January 19th, 2021 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of January 19, 2021, is made by and among:
RELEASE OF CLAIMS AGREEMENTRelease of Claims Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
This RELEASE OF CLAIMS AGREEMENT (this “Agreement”) is entered into by and between Petco Animal Supplies Stores, Inc. (the “Operating Company”), Scooby LP (solely for the purposes specified herein) (the “Ultimate Parent”), PET Acquisition LLC (solely for the purposes specified herein) (“PET Acquisition” and, collectively with the foregoing entities, the “Petco Affiliated Entities”) and Laura Wilkin (“Executive”), for the good and sufficient consideration set forth below, as follows, effective as of August 13, 2019 (the “Effective Date”).
AMENDMENT TO EMPLOYMENT AGREEMENT January 26, 2016Employment Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“AMENDMENT”), is entered into as of January 26, 2016, by and between Petco Animal Supplies Stores, Inc., Scooby LP (solely for the purposes specified herein) (the “Ultimate Parent”) and Michael Nuzzo, and amends certain provisions of the Employment Agreement by and among Petco Animal Supplies Stores, Inc. and Michael Nuzzo effective as of April 8, 2015 (the “Employment Agreement”). Capitalized terms used and not otherwise defined herein shall have their respective meanings as set forth in the Employment Agreement.
EMPLOYMENT AGREEMENT BETWEEN PETCO ANIMAL SUPPLIES STORES, INC. AND MICHAEL NUZZOEmployment Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 8th, 2015 (the “Effective Date”) by and between Petco Animal Supplies Stores, Inc., a Delaware corporation (“Petco” or “the Company”), and Michael Nuzzo (“Executive”). Petco and Executive are hereinafter collectively referred to as the “Parties,” and are individually referred to as a “Party.”
EMPLOYMENT AGREEMENT BETWEEN PETCO ANIMAL SUPPLIES, INC. AND RON V. COUGHLINEmployment Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 4, 2018 (the “Effective Date”) by and between Petco Animal Supplies, Inc., a Delaware corporation (“Petco” or “the Company”) and Ron V. Coughlin (“Executive”). Petco and Executive are hereinafter collectively referred to as the “Parties,” and are individually referred to as a “Party.”
FIRST LIEN CREDIT AGREEMENT dated as of March 4, 2021, as amended as of December 12, 2022 by and among Petco Health and Wellness Company, INC., as Borrower CITIBANK, N.A., as Administrative Agent and Collateral Agent, and THE LENDERS PARTY HERETO...First Lien Credit Agreement • December 7th, 2023 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • New York
This FIRST LIEN CREDIT AGREEMENT is entered into as of March 4, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of December 12, 2022), by and among Petco Health and Wellness Company, Inc., a Delaware corporation (the “Borrower”), Citibank, N.A., as administrative agent under the Loan Documents (in such capacity, including any successor thereto, the “Administrative Agent”), Citibank, N.A., as collateral agent under the Loan Documents (in such capacity, including any successor thereto, the “Collateral Agent”), Citibank, N.A., Goldman Sachs Bank USA, BofA Securities, Inc., Credit Suisse Loan Funding LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners (the “Lead Arrangers” and “Joint Bookrunners”), and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein are defined as set forth in Section 1.01.
RETENTION BONUS AGREEMENTRetention Bonus Agreement • September 1st, 2023 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • California
This Retention Bonus Agreement (“Agreement”) is effective on , by and between (hereinafter “Employee”) and Petco Health and Wellness Company, Inc. (hereinafter “Company”). In consideration of the mutual promises made herein, the Company and Employee agree as follows.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement” or “Employment Agreement”) is made and entered into as of December 3, 2020 to be effective immediately prior to the consummation of the Qualified Public Offering (as defined below) (the date of such consummation, the “Effective Date”) by and between Petco Animal Supplies Stores, Inc., a Delaware corporation (“Petco” or “the Company”), PET Acquisition LLC, a Delaware limited liability company (including its successor, Petco Health and Wellness Company, Inc., “Parent”), and Ronald V. Coughlin (“Executive”) and supersedes in its entirety that certain employment agreement dated as of June 4, 2018 (such date, the “Prior Effective Date”) between the Company and the Executive. Petco, Parent and Executive are hereinafter collectively referred to as the “Parties,” and are individually referred to as a “Party.” If the Qualified Public Offering does not occur on or before June 30, 2021, this Agreement shall be null and void and the P
SPECIAL RETENTION BONUS AGREEMENTSpecial Retention Bonus Agreement • June 9th, 2022 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • California
THIS SPECIAL RETENTION BONUS AGREEMENT (this “Agreement”) is entered into as of August 31, 2018 between Petco Animal Supplies, Inc., a Delaware corporation (the “Company”) and John Zavada (the “Employee”).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • June 5th, 2024 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • Delaware
This Retention Bonus Agreement (Agreement) is effective on , by and between (hereinafter “Employee”) and Petco Animal Supplies Stores, Inc. (hereinafter “Company”). In consideration of the mutual promises made herein, the Company and Employee agree as follows.
ABL SECURITY AGREEMENT dated as of March 4, 2021 by and among Petco Health and Wellness Company, Inc., as Borrower THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME, and CITIBANK, N.A., as Collateral AgentAbl Security Agreement • April 5th, 2021 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • New York
This ABL SECURITY AGREEMENT, dated as of March 4, 2021 (this “Agreement”), by and among Petco Health and Wellness Company, Inc., a Delaware corporation (the “Borrower”), each other entity from time to time party hereto as a grantor hereunder (together with the Borrower, collectively, the “Grantors”), and CITIBANK, N.A., as the Collateral Agent for the Secured Parties (together with its successors and permitted assigns, the “Collateral Agent”).
FORM OF STOCKHOLDER’S AGREEMENTStockholder's Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • Delaware
This STOCKHOLDER’S AGREEMENT (this “Agreement”), dated as of , 202_1 is entered into by and among Petco Health and Wellness Company, Inc., a Delaware corporation (the “Company”), and , a Delaware limited partnership (together with its Permitted Transferees (as defined below) who are assignees pursuant to Section 5.9 hereof, the “Principal Stockholder”).
FIRST LIEN SECURITY AGREEMENT dated as of March 4, 2021 by and among Petco Health and Wellness Company, Inc., as Borrower THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME, and CITIBANK, N.A., as Collateral AgentFirst Lien Security Agreement • April 5th, 2021 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • New York
This FIRST LIEN SECURITY AGREEMENT, dated as of March 4, 2021 (this “Agreement”), by and among Petco Health and Wellness Company, Inc., a Delaware corporation (the “Borrower”), each other entity from time to time party hereto as a grantor hereunder (together with the Borrower, collectively, the “Grantors”), and CITIBANK, N.A., as the Collateral Agent for the Secured Parties (together with its successors and permitted assigns, the “Collateral Agent”).
STOCKHOLDER’S AGREEMENTStockholder Agreement • January 19th, 2021 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • Delaware
This STOCKHOLDER’S AGREEMENT (this “Agreement”), dated as of January 19, 2021 is entered into by and among Petco Health and Wellness Company, Inc., a Delaware corporation (the “Company”), and Scooby Aggregator, LP, a Delaware limited partnership (together with its Permitted Transferees (as defined below) who are assignees pursuant to Section 5.9 hereof, the “Principal Stockholder”).
TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSTransition and Separation Agreement • September 10th, 2024 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • Minnesota
This TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (this “Agreement”) is entered into by and among Petco Animal Supplies Stores, Inc. (the “Company”) and Amy College (“Executive”). Executive and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
SEPARATION AND CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation and Consulting Agreement • March 13th, 2024 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • California
that occurred or arose out of one or more occurrences that took place on or prior to the time at which Executive signs this Confirming Release (excluding, for the avoidance of doubt, any whistleblower complaints protected under applicable law), and Executive is not aware of any violation of any law, rule or regulation or any other misconduct by the Company or any of its officers or employees. Executive further represents and warrants that Executive has not made any assignment, sale, delivery, transfer or conveyance of any rights Executive has asserted or may have against any of the Company Parties with respect to any Further Released Claim.
SECOND AMENDED AND RESTATED SPECIAL RETENTION BONUS AGREEMENTSpecial Retention Bonus Agreement • December 3rd, 2020 • PET Acquisition LLC • Retail-retail stores, nec • California
THIS SECOND AMENDED AND RESTATED SPECIAL RETENTION BONUS AGREEMENT (this “Agreement”) is entered into as of December 3, 2020, between Petco Animal Supplies Stores, Inc., a Delaware corporation (the “Company”), PET Acquisition LLC, a Delaware limited liability company (including its successor, Petco Health and Wellness Company, Inc., “Parent”), and Michael Nuzzo (the “Employee”).
PETCO HEALTH AND WELLNESS COMPANY, INC. FIRST AMENDMENT TO RESTRICTED STOCK UNIT AWARD AND NONQUALIFIED STOCK OPTIONSRestricted Stock Unit Award and Nonqualified Stock Options • August 2nd, 2024 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec
This First Amendment to Restricted Stock Unit Award and Nonqualified Stock Options (this “Amendment”) is entered into between R. Michael Mohan (the “Participant”) and Petco Health and Wellness Company, Inc. (the “Company”), effective as of July 29, 2024 (the “Effective Date”).
ABL GUARANTY dated as of March 4, 2021 by and among PETCO HEALTH AND WELLNESS COMPANY. INC., as Borrower THE GUARANTORS PARTY HERETO FROM TIME TO TIME, and CITIBANK, N.A., as Administrative AgentAbl Guaranty • April 5th, 2021 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • New York
This ABL GUARANTY, dated as of March 4, 2021, by and among Petco Health and Wellness Company. Inc., a Delaware corporation (the “Borrower”), each other Guarantor from time to time party hereto and CITIBANK, N.A., as Administrative Agent on behalf of the Secured Parties (together with its successors and permitted assigns, the “Administrative Agent”).
FIRST LIEN GUARANTY dated as of March 4, 2021 by and among PETCO HEALTH AND WELLNESS COMPANY, INC., as Borrower THE GUARANTORS PARTY HERETO FROM TIME TO TIME, and CITIBANK, N.A., as Administrative AgentFirst Lien Guaranty • April 5th, 2021 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • New York
This FIRST LIEN GUARANTY, dated as of March 4, 2021, by and among PETCO HEALTH AND WELLNESS COMPANY, INC., a Delaware corporation (the “Borrower”), each other Guarantor from time to time party hereto and CITIBANK, N.A., as Administrative Agent on behalf of the Secured Parties (together with its successors and permitted assigns, the “Administrative Agent”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 14th, 2024 • Petco Health & Wellness Company, Inc. • Retail-retail stores, nec • Delaware
This Stock Purchase Agreement (this “Agreement”) is dated as of May 13, 2024 by and between Petco Health and Wellness Company, Inc., a Delaware corporation (the “Company”), GSSB Corporation, an Ontario corporation (the “Purchaser”), and solely for purposes of Article IV of this Agreement, Scooby Aggregator, LP, a Delaware limited partnership (“Scooby Aggregator”).
