Letter Agreement and Amendment No. 2 to Contribution and Distribution Agreement, dated as of November 30, 2018, by and among Henry Schein, Inc., HS Spinco, Inc., Direct Vet Marketing, Inc. and Shareholder Representative Services LLC

Amendment No. 2 to Contribution and Distribution Agreement

To amend the CDA as follows:

Article I (Definitions), Section 1.1 (General) is amended to include the defined term “Local Agreements,” which reads as follows:

“Local Agreements” means (a) any agreement effectuating the Restructuring and any other transactions taking place outside of the United States in connection with the Transactions between a member of the Harbor Group and a member of the Spinco Group, including any transfer, assignment and assumption agreement, any agreement for the provision of services and any other agreements, documents, certificates and instruments related thereto with respect to the transactions contemplated thereby, and (b) any other bills of sale, assignment and assumption agreements, certificates of title and any and all other instruments of sale, transfer, assignment, conveyance and delivery that are delivered in connection with the consummation of the Transactions, in each case, other than the other Transaction Agreements.

Henry Schein, Inc., 135 Duryea Road, Melville, NY 11747

Article I (Definitions), Section 1.1 (General) is amended to add the defined term “Controlling Agreements,” which reads as follows:

“Controlling Agreements” means this Agreement, the Merger Agreement, the Employee Matters Agreement, the Transition Services Agreement and the Tax Matters Agreement.

The definition of “Transaction Agreements” in Article I (Definitions), Section 1.1 (General) is amended and restated to read as follows:

“Transaction Agreements” means this Agreement, the Merger Agreement, the Employee Matters Agreement, the Transition Services Agreement, the Tax Matters Agreement, and all other documents required to be delivered by any party on the Closing Date pursuant to this Agreement and/or the Merger Agreement or otherwise delivered by any party on or about the Closing Date to effectuate the Transactions (including the Local Agreements).

Article II (The Harbor Contribution), Section 2.13 (Additional Payments), paragraph (c) is amended and restated to read as follows:

At the Closing, Spinco shall pay to Harbor an amount equal to the Other Restructuring Costs actually incurred by Harbor. “Other Restructuring Costs” shall mean the amount set forth by Harbor on a schedule to be delivered to Voyager no later than January 2, 2019, which amount shall not exceed $3,500,000.

Article X (Miscellaneous), Section 10.8 (Entire Agreement) is amended and restated to read as follows:

Entire Agreement. This Agreement and the Disclosure Letter hereto, the Confidentiality Agreement, the other Transaction Agreements and other documents referred to herein shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the case of any conflict between the terms of this Agreement and the terms of any other Controlling Agreement, the terms of such other Controlling Agreement shall control. In the case of any conflict between the terms of this Agreement or any other Controlling Agreement and the terms of any Local Agreement, the terms of this Agreement and any such other Controlling Agreement shall control; without limiting the foregoing, (a) no Assets or Liabilities, other than Spinco Assets and Spinco Liabilities (in each case, as defined in this Agreement), shall be transferred by any assignor or transferring party under the Local Agreements that is a member of the Harbor Group or accepted by any assignee or receiving party under the Local Agreements that is a member of the Spinco Group notwithstanding anything to the contrary therein and (b) no Assets or Liabilities, other than Excluded Assets and Excluded Liabilities (in each case, as defined in this Agreement),

/s/ Christine Komola

/s/ Sam Riffe