Contribution and Distribution Agreement and Merger Agreement Sample Contracts

Attn: Mark Stein (mark.stein@morganlewis.com) Re: Amendment No. 1 to Contribution and Distribution Agreement and Amendment No. 1 to Merger Agreement

Contribution and Distribution Agreement and Merger Agreement • November 6th, 2018 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies

• Contract Type
  Contribution and Distribution Agreement and Merger Agreement
• Filed
  November 6th, 2018
• Company
  Henry Schein Inc
• Industry
  Wholesale-medical, dental & hospital equipment & supplies

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.