NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE ANIMAL HEALTH INTERNATIONAL, INC.Non-Qualified Stock Option Agreement • January 16th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies
Pursuant to the Animal Health International, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Animal Health International, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE ANIMAL HEALTH INTERNATIONAL, INC.Incentive Stock Option Agreement • January 16th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies
Pursuant to the Animal Health International, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Animal Health International, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
ANIMAL HEALTH INTERNATIONAL, INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 16th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
Animal Health International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of shares of common stock, par value $0.01 per share (the “Stock”), of the Company and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of shares of Stock. In addition, at the option of the Underwriters, the Selling Stockholders propose to sell to the Underwriters an additional shares of Stock. The aggregate of shares of the Stock to be sold by the Company and the Selling Stockholders is herein called the “Underwritten Shares” and the aggregate of additional shares of Stock to be sold by the Selling Stockholders at the Underwriters’ option is herein called the “Option Shares”. The Underwritten Shares and the Option Shares are herein referre
DEFERRED STOCK UNIT AWARD AGREEMENT UNDER THE ANIMAL HEALTH INTERNATIONAL, INC.Deferred Stock Unit Award Agreement • January 16th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies
TERMINATION AGREEMENTTermination Agreement • January 16th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This Termination Agreement (the “Termination Agreement”) is dated as of January 12, 2007, and is by and between Charlesbank Capital Partners, LLC, a Massachusetts limited liability company (“Charlesbank”), Animal Health International, Inc., a Delaware corporation formerly known as Steer Parent Corporation and Walco International Holdings, Inc. (“Parent”), and Walco International, Inc., a Delaware corporation (the “Company”).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE ANIMAL HEALTH INTERNATIONAL, INC.Restricted Stock Award Agreement • January 16th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies
Pursuant to the Animal Health International, Inc. 2007 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Animal Health International, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.
AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • January 16th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This Amendment to Stockholders Agreement (the “Amendment”) is dated as of January 12, 2007, and is by and between Animal Health International, Inc., a Delaware corporation formerly known as Steer Parent Corporation and Walco International Holdings, Inc. (the “Company”), the Persons identified on the signature pages hereto as the Charlesbank Investors (the “Charlesbank Investors”) and certain of the Management Investors signatories hereto (the “Participating Management Investors”).
REGISTRATION RIGHTS AGREEMENT By And Among Animal Health International, Inc. The Investors as defined herein and The Management Stockholders as defined herein Dated as of January 12, 2007Registration Rights Agreement • January 16th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of this 12th day of January, 2007, by and among Animal Health International, Inc., a Delaware corporation formerly known as Steer Parent Corporation and Walco International Holdings, Inc. (the “Company”), the Persons identified on the signature pages hereto as the Investors (the “Investors”), the individuals identified on the signature pages hereto as Management Stockholders (the “Management Stockholders”) and any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A (a “Joinder Agreement”). For purposes of this Agreement, a stockholder or option holder who joins this Agreement pursuant to a Joinder Agreement shall be included in the term “Management Stockholder” or “Investor” as specified in the applicable Joinder Agreement. The Management Stockholders and the Investors are referred to collectivel
