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...Merger 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.
