AGREEMENT AND PLAN OF MERGER BY AND AMONG LEXTRON, INC., BUFFALO ACQUISITION, INC., AND ANIMAL HEALTH INTERNATIONAL, INC. March 14, 2011Merger Agreement • March 14th, 2011 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of March 14, 2011, by and among Lextron, Inc., a Colorado corporation ("Parent"), Buffalo Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Animal Health International, Inc., a Delaware corporation (the "Company"), with reference to the following facts:
AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2011 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This AMENDMENT NO. 4 (the "Amendment") to the Employment Agreement, dated April 1, 2006, as amended (the "Employment Agreement"), by and between Walco International, Inc., a Delaware corporation (the "Company"), and Damian Olthoff (the "Executive") is entered into as of the 14th day of March, 2011.
VOTING AGREEMENTVoting Agreement • March 14th, 2011 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS VOTING AGREEMENT, dated as of March 14, 2011 (this "Agreement"), is made and entered into by and among Lextron, Inc., a Colorado corporation ("Parent"), Buffalo Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Animal Health International, Inc., a Delaware corporation (the "Company") and the stockholder of the Company set forth on the signature page hereto ("Stockholder").
VOTING AGREEMENTVoting Agreement • March 14th, 2011 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS VOTING AGREEMENT, dated as of March 14, 2011 (this "Agreement"), is made and entered into by and among Lextron, Inc., a Colorado corporation ("Parent"), Buffalo Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Animal Health International, Inc., a Delaware corporation (the "Company") and the stockholders of the Company set forth on the signature pages hereto (each, a "Stockholder" and collectively, the "Stockholders").
LIMITED GUARANTYLimited Guaranty • March 14th, 2011 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This Limited Guaranty (this "Limited Guaranty") is made and entered into as of March 14, 2011 (the "Guarantee") by and among Animal Health International, Inc. a Delaware corporation (the "Company"), Green Equity Investors V, L.P., a Delaware limited partnership ("GEI V"), and Green Equity Investors Side V, L.P., a Delaware limited partnership ("GEIS V" and together with GEI V, the "Guarantors", each a "Guarantor"). Except as specified herein, capitalized terms used in this Guarantee shall have the meanings assigned to such terms in the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the "Merger Agreement") by and among Lextron, Inc., a Colorado corporation ("Parent"), Buffalo Acquisition, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub") and the Company.
Re: Equity Financing CommitmentsEquity Financing Commitments • March 14th, 2011 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This letter agreement (this "Agreement") sets forth the commitments of Green Equity Investors V, L.P., a Delaware limited partnership, and Green Equity Investors Side V, L.P., a Delaware limited partnership (collectively, the "Funds" and each, a "Fund"), subject to the terms and conditions contained herein, to purchase certain equity interests of Lextron, Inc., a Colorado corporation ("Parent"). It is contemplated that, pursuant to (i) an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement"), dated as of the date hereof, by and among Animal Health International, Inc., a Delaware corporation (the "Company"), Parent and Buffalo Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub will be merged with and into the Company (the "Merger"), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of Parent and (ii) a Securities Pur
