CVS Caremark Corp Sample Contracts

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Stock Purchase Agreement • December 4th, 1995 • Melville Corp • Retail-apparel & accessory stores • New York
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CVS CORPORATION as Issuer, and
Indenture • May 11th, 1999 • CVS Corp • Retail-drug stores and proprietary stores • New York
CVS CORPORATION 364 DAY CREDIT AGREEMENT AMENDMENT NO. 1
Credit Agreement • August 9th, 2002 • CVS Corp • Retail-drug stores and proprietary stores • New York
EXHIBIT 4.1
Purchase Agreement • January 31st, 2003 • CVS Corp • Retail-drug stores and proprietary stores • New York
AND
Agreement and Plan of Merger • February 18th, 1998 • CVS Corp • Retail-drug stores and proprietary stores • Michigan
CVS CORPORATION $650,000,000 4% Notes Due September 15, 2009 $550,000,000 47/8% Notes Due September 15, 2014 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 15th, 2004 • CVS Corp • Retail-drug stores and proprietary stores • New York

CVS Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the several initial purchasers named in a purchase agreement dated September 9, 2004 (the "Purchase Agreement" and, such purchasers, collectively, the "Initial Purchasers"), upon the terms set forth in the Purchase Agreement, $650,000,000 aggregate principal amount of its 4% Notes Due September 15, 2009 (the "Notes Due 2009") and $550,000,000 aggregate principal amount of its 47/8% Notes Due September 15, 2014 (the "Notes Due 2014" and, together with the Notes Due 2009, the "Initial Securities"). The Initial Securities will be issued pursuant to an Indenture, dated as of September 14, 2004 (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee"). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the I

ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE PARENT
Asset Purchase Agreement • April 6th, 2004 • CVS Corp • Retail-drug stores and proprietary stores • New York
1 DRAFT 14,500,000 SHARES CVS CORPORATION COMMON STOCK ($.01 PAR VALUE) UNDERWRITING AGREEMENT
CVS Corp • July 23rd, 1997 • Retail-drug stores and proprietary stores • New York
AGREEMENT AND PLAN OF MERGER by and among CVS PHARMACY, INC., HALO MERGER SUB CORP., OAK STREET HEALTH, INC. and CVS HEALTH CORPORATION, solely for the limited purposes set forth herein Dated as of February 7, 2023
Agreement and Plan of Merger • February 8th, 2023 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 7, 2023, by and among CVS Pharmacy, Inc., a Rhode Island corporation (“Parent”), Halo Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Oak Street Health, Inc., a Delaware corporation (the “Company”) and, solely for purposes of Section 1.1 (to the extent the terms defined therein are used in the following Sections and Article of this Agreement) Section 3.28, Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 4.6, Section 4.9, Section 4.16, Section 6.2, Section 6.12, Section 6.18 and Article IX, CVS Health Corporation, a Delaware corporation and ultimate parent company of Parent (“Ultimate Parent”). Each of Parent, Merger Sub, the Company and Ultimate Parent (to the extent Ultimate Party is a party to this Agreement for purposes of such Sections in accordance with Section 9.9) are sometimes referred to herein as a “Party.” All

364 DAY CREDIT AGREEMENT
364 Day Credit Agreement • August 15th, 2000 • CVS Corp • Retail-drug stores and proprietary stores • New York
AGREEMENT AND PLAN OF MERGER among OMNICARE, INC., CVS PHARMACY, INC. and TREE MERGER SUB, INC. Dated as of May 20, 2015
Agreement and Plan of Merger • May 22nd, 2015 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 20th day of May, 2015, by and among Omnicare, Inc., a Delaware corporation (the “Company”), CVS Pharmacy, Inc., a Rhode Island corporation (“Parent”), and Tree Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

AGREEMENT AND PLAN OF MERGER dated as of September 2, 2022 by and among CVS PHARMACY, INC., NOAH MERGER SUB, INC. and SIGNIFY HEALTH, INC.
Agreement and Plan of Merger • September 6th, 2022 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 2, 2022, by and among Signify Health, Inc., a Delaware corporation (the “Company”), CVS Pharmacy, Inc., a Rhode Island corporation (“Parent”), and Noah Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

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April 17, 1997 Agreement and Plan of Merger ---------------------------- Dated as of February 6, 1997 ---------------------------- Among Revco D.S., Inc., CVS Corporation --------------------------------------- and North Acquisition Corp....
CVS Corp • April 17th, 1997 • Retail-drug stores and proprietary stores

We have acted as counsel for Revco D.S. Inc., a Delaware corporation ("Revco"), in connection with the proposed merger (the "Merger") of North Acquisition Corp., a Delaware corporation ("Merger Subsidiary") and a wholly-owned subsidiary of CVS Corporation, a Delaware Corporation ("CVS"), with and into Revco pursuant to an Agreement and Plan of Merger dated as of February 6, 1997, as amended (the "Merger Agreement"), among Revco, CVS and Merger Subsidiary. Under the Merger Agreement, each issued and outstanding share of common stock of Revco not owned directly or indirectly by Revco or CVS will be exchanged for common stock of CVS.

ARTICLE I DEFINITIONS
Distribution Agreement • October 28th, 1996 • Melville Corp • Retail-drug stores and proprietary stores • New York
Amendment Number One To Stock Purchase Agreement
Number • December 4th, 1995 • Melville Corp • Retail-apparel & accessory stores
PREFERRED STOCK SUBSCRIPTION AGREEMENT
Preferred Stock Subscription Agreement • December 4th, 1995 • Melville Corp • Retail-apparel & accessory stores • New York
TAX DISAFFILIATION AGREEMENT
Tax Disaffiliation Agreement • March 31st, 1998 • CVS Corp • Retail-drug stores and proprietary stores • Massachusetts
REGISTRATION RIGHTS AGREEMENT by and among CVS Health Corporation and Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of October 9, 2015
Registration Rights Agreement • October 14th, 2015 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into this 9th day of October, 2015, by and among CVS Health Corporation, a Delaware corporation (the “Company”), Barclays Capital Inc. (“Barclays”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with Barclays, the “Dealer Managers” and each, a “Dealer Manager”).

CVS HEALTH CORPORATION Change in Control Agreement for THOMAS F. COWHEY
Change in Control Agreement • February 7th, 2024 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • Rhode Island

This Change in Control Agreement ("Agreement") is made and entered into as of January 5, 2024, between CVS Pharmacy, Inc., a wholly owned subsidiary of CVS Health Corporation and Thomas F. Cowhey (the "Executive").

ARTICLE 3 Representations and Warranties of the Stockholders
Option and Voting Agreement • February 18th, 1998 • CVS Corp • Retail-drug stores and proprietary stores • Michigan
FIVE YEAR CREDIT AGREEMENT by and among CVS HEALTH CORPORATION, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC and JPMORGAN CHASE BANK, N.A., as Co- Syndication Agents, GOLDMAN SACHS BANK USA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...
Credit Agreement • August 3rd, 2022 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • New York

FIVE YEAR CREDIT AGREEMENT, dated as of May 16, 2022, by and among CVS HEALTH CORPORATION, a Delaware corporation (the “Borrower”), the lenders party hereto from time to time (each a “Lender” and, collectively, the “Lenders”), BARCLAYS BANK PLC (“Barclays”) and JPMORGAN CHASE BANK, N.A. (“JPMC”), as co-syndication agents (in such capacity, each a “Co-Syndication Agent” and, collectively, the “Co-Syndication Agents”), GOLDMAN SACHS BANK USA (“GS”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as codocumentation agents (in such capacity, each a “Co-Documentation Agent” and, collectively, the “Co-Documentation Agents”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

CVS Pharmacy, Inc. Restrictive Covenant Agreement (Colleagues Primarily Working or Living in Massachusetts)
Restrictive Covenant Agreement • May 4th, 2021 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • Massachusetts

I, Alan Lotvin, enter into this Restrictive Covenant Agreement (“Agreement”) with CVS Pharmacy, Inc., on its own behalf and on behalf of its subsidiaries and affiliates (“CVS”), which is effective as of the date I sign the Agreement (“Effective Date”). In consideration of the mutual promises in this Agreement, the parties agree as follows:

VOTING AGREEMENT BY AND AMONG CVS CAREMARK CORPORATION AND THE SHAREHOLDERS PARTY HERETO DATED AS OF DECEMBER 30, 2010
Voting Agreement • January 6th, 2011 • CVS Caremark Corp • Retail-drug stores and proprietary stores • New York
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