Letter Agreement and Amendment No. 3 to Contribution and Distribution Agreement and Amendment No. 2 to Agreement and Plan of Merger, dated as of December 25, 2018, by and among Henry Schein, Inc., HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet Marketing, Inc. and Shareholder Representative Services LLC

General Counsel ***@***)

Mark Stein ***@***)

To amend the CDA as follows:

The recitals are hereby amended by adding the following recital after the eighth recital:

WHEREAS, following the Harbor Contribution and the payment of the Special Dividend and the Additional Special Dividend (if any) and the effectuation of the Intercompany Repayment, but immediately prior to the Distribution, Spinco will issue shares of Spinco Common Stock to certain investors who are party to (i) that certain Stock Subscription and Purchase Agreement, dated as of December 25, 2018 (the “S/MSIM SPA”), by and among Harbor, Spinco, certain funds and accounts advised by Morgan Stanley Investment Management, Inc. listed on Exhibit B thereto (the “MSIM Purchasers”), and the funds affiliated with Sequoia Heritage listed on Exhibit B thereto (the “Sequoia Purchasers” and, together with the MSIM Purchasers, the “Purchasers”), and (ii) that certain Registration Rights Agreement, dated as of December 25, 2018, by and among Spinco and the Purchasers;

Article I (Definitions), Section 1.1 (General) is hereby amended by deleting the term “JV Minority Spinco Share Number” and adding the following defined terms, each of which shall be set forth in its proper alphabetic location:

“Additional Financing” has the meaning set forth in the Merger Agreement.

“AH Exclusive Inventory” means all products used exclusively in the Spinco Business owned by Harbor and its Affiliates and held on the balance sheet of Harbor or an Affiliate of Harbor other than AH Private Brand Exclusive Inventory and Hong Kong AH Exclusive Inventory.

“AH Exclusive German Inventory” means the AH Exclusive Inventory located in Germany.

“AH Private Brand Exclusive Inventory” means Private Brand Products used exclusively in the Spinco Business held on the balance sheet of Harbor or an Affiliate of Harbor.

“Common SKUs” means (i) the Spinco Business’ attributable share of products owned by Harbor and its Affiliates and held on the balance sheet of Harbor or an Affiliate of Harbor which are sold in both the Harbor Business and the Spinco Business, (ii) AH Private Brand Exclusive Inventory, and (iii) Hong Kong AH Exclusive Inventory held on the balance sheet of HS Hong Kong Limited.

“Common German/Spanish SKUs” means Common SKUs located in Germany and Spain.

“Excluded Inventory” means, collectively, the AH Exclusive German Inventory, the Common German/Spanish SKUs, and the Hong Kong AH Exclusive Inventory.

“HSFS Business” means all of the Assets (including equipment leasing) owned or held by, and all of the Liabilities that are obligations of, Henry Schein Financial Services, LLC relating to the animal health business of Henry Schein Financial Services, LLC.

“Harbor Business Mark” means the Harbor Marks and any other trademarks or trade dress owned by Harbor or any Affiliate of Harbor or exclusively licensed to Harbor or any Affiliate of Harbor.

“Hong Kong AH Business” means all of the Assets owned or held by, and all of the Liabilities that are obligations of, Henry Schein Hong Kong Limited relating to the animal health business of Henry Schein Hong Kong Limited.

“Hong Kong AH Exclusive Inventory” means all of the products used exclusively in the Spinco Business owned by Henry Schein Hong Kong Limited.

“MSIM Purchasers” has the meaning set forth in the Recitals.

“Net Book Value” means, with respect to the Excluded Inventory, the value at which the Excluded Inventory is recorded on the books and records of Harbor or the relevant Affiliate of Harbor, net of the corresponding reserve determined in accordance with GAAP and the applicable accounting practices and policies of Harbor or the relevant Affiliate of Harbor.

“Private Brand Products” means any product that bears a brand or label with a Harbor Business Mark.

“Purchasers” has the meaning set forth in the Recitals.

“Sequoia Purchasers” has the meaning set forth in the Recitals.

“S/MSIM SPA” has the meaning set forth in the Recitals.

The definition of “Adjustment Amount” in Article I (Definitions) Section 1.1 (General) is hereby amended and restated to read as follows:

“Adjustment Amount” shall mean an amount (which may be negative) equal to (a) the Spinco Working Capital Adjustment, plus (b) $37,500,000 minus (c) the Spinco Net Debt Adjustment minus (d) an amount equal to the Net Book Value of the Excluded Inventory, in each case of clauses (a), (c) and (d), as shown on the Spinco Final Closing Statement as finally determined pursuant to Section 5.1(c).

The definition of “Record Date” in Article I (Definitions) Section 1.1 (General) is hereby amended and restated to read as follows:

“Record Date” means the close of business on the date to be determined by the Board of Directors of Harbor as the record date for determining stockholders of Harbor entitled to participate in the Distribution.

The definition of “Special Dividend” in Article I (Definitions) Section 1.1 (General) is hereby amended and restated to read as follows:

“Special Dividend” means an amount to be determined by Harbor in its reasonable discretion; provided, that the sum of the Special Dividend and the amount of the Intercompany Debt Repayment shall be $1,120,000,000.

Subsection (v) of the definition of “Spinco Assets” in Article I (Definitions) Section 1.1 (General) is hereby amended and restated to read as follows:

(v) all products, supplies, parts and other inventories owned by any member of the Harbor Group or the Spinco Group (including any rights of any member of the Harbor Group of rescission, replevin and reclamation relating thereto) (“Inventory”), other than the Excluded Inventory, that immediately prior to the Harbor Contribution are located on the Transferred Real Property, in each case, that are primarily used or held for use in, or that primarily arise from, the operation or conduct of the Spinco Business or produced by the Spinco Business for use in or sale by the Spinco Business, but in each case of the foregoing, excluding any Intellectual Property related thereto;

The definition of “Spinco Closing Date Net Debt” in Article I (Definitions) Section 1.1 (General) is hereby amended and restated to read as follows:

“Spinco Closing Date Net Debt” means an amount (which may be negative), in each case, determined as of the Calculation Time and without giving effect to the consummation of the Transactions, equal to (i) the Indebtedness of the Spinco Group, less (ii) an amount equal to the Cash and Cash Equivalents of the Spinco Group; provided, that, as used within the definition of “Spinco Closing Date Net Debt,” (x) Indebtedness shall (1) include all Indebtedness represented by the Spinco Financing and (2) exclude all Indebtedness owed from a member of the Spinco Group to a member of the Harbor Group (any such Indebtedness, “Harbor-Spinco Indebtedness”), to the extent such Harbor-Spinco Indebtedness has been repaid or equitized or the receivable in respect thereof has been transferred to a member of the Spinco Group, in each case prior to the Distribution, and (y) Cash and Cash Equivalents shall (1) include all amounts drawn from the Spinco Financing that are not used to fund the payment of the Special Dividend and the Intercompany Debt Repayment, and (2) exclude all Cash and Cash Equivalents of the Spinco Group used to pay the Special Dividend, the Additional Special Dividend (if applicable) and the Intercompany Debt Repayment.

The definition of “Spinco Current Assets” in Article I (Definitions) Section 1.1 (General) is hereby amended and restated to read as follows:

“Spinco Current Assets” means, without duplication, (i) all current Assets other than the Excluded Inventory (excluding Excluded Assets, Cash and Cash Equivalents, Income Tax Assets and deferred Tax Assets, but including current Non-Income Tax Assets) that are primarily used or held for use in, or that primarily arise from or primarily relate to the conduct of the Spinco Business, determined as of the Calculation Time in accordance with the Applicable Accounting Principles, and (ii) an amount equal to the Net Book Value of the Excluded Inventory.

Subsection (v) of the definition of “Spinco Liabilities” in Article I (Definitions) Section 1.1 (General) is hereby amended and restated to read as follows:

(v) all Liabilities arising out of or resulting from (A) the Spinco Financing and the Additional Financing and (B) any other Indebtedness of the Spinco Group;

Article II (The Harbor Contribution) Section 2.5 (Shared Contracts) is hereby amended and restated in its entirety as follows:

Shared Contracts. Other than as may be mutually agreed by the Parties, the Parties will use their reasonable best efforts (and each Party shall cooperate with the other Party) to separate the Shared Contracts into separate Contracts effective as of the Distribution so that from and after the Distribution, Spinco will have the sole benefit and Liabilities with respect to each Shared Contract to the extent related to the Spinco Business and the Harbor Group will have the sole benefit and Liabilities with respect to each Shared Contract to the extent not related to the Spinco Business. Upon such separation of a Shared Contract, the separated Contract that is related to the Spinco Business will be a Spinco Asset and the other separated Contract will be an Excluded Asset. The obligations to separate any Shared Contracts set forth in this Section 2.5 will terminate on the date that is twenty-four (24) months following the Distribution Date. If any Shared Contract (other than Shared Contracts that the Parties have mutually agreed not to separate) is not separated prior to the Distribution Date, then such Shared Contract shall be governed under Section 2.2, including the Parties agreeing to use reasonable best efforts (and each Party agreeing to cooperate with the other Party) to establish arrangements at no charge to Spinco under which the party which is a party to such Shared Contract will use reasonable best efforts to perform its obligations and exercise its rights thereunder to enable each Group to continue to receive the benefits and assume the obligations, in each case, that it received or assumed prior to the Distribution Date, until such Shared Contract expires in accordance with its terms. Harbor and Spinco shall share equally any and all third party fees and out-of-pocket expenses (including attorneys’ and other third party fees) that may be reasonably required in connection with obtaining, whether before or after the Distribution, any such separation of a Shared Contract. No member of either Group will amend, renew, extend or otherwise modify any Shared Contract without the consent of the applicable member of the other Group to the extent such amendment, renewal, extension or modification would adversely affect or impose any material obligations on any member of such other Group.

Article II (The Harbor Contribution) Section 2.8 (Special Dividend; Intercompany Debt Repayment) is hereby amended by adding the following text immediately after “the Spinco Financing” in clause (i) thereof:

“and the Additional Financing”

Article II (The Harbor Contribution) Section 2.8 (Special Dividend; Intercompany Debt Repayment) is hereby amended by replacing the word “therefrom” immediately after “use the proceeds” in clause (ii) thereof with the following:

“from the Spinco Financing”

Article II (The Harbor Contribution) Section 2.10 (Minority Interests) is hereby amended and restated in its entirety as follows:

Section 2.10 Minority Interests. Prior to the Harbor Contribution, Harbor shall use its reasonable best efforts to acquire, or cause the applicable member of the Harbor Group, as the case may be, to acquire for cash all of the outstanding Spinco Minority Interest Shares owned by the JV Minority Shareholders. If Harbor shall be unable to acquire any of such Spinco Minority Interest Shares, they shall remain outstanding.

Article II (The Harbor Contribution) Section 2.13 (Additional Payments) is hereby amended and restated in its entirety as follows:

Section 2.13 Additional Payments.

Article II (The Harbor Contribution) of the CDA is amended by adding a new Section 2.14, which shall read in its entirety as follows:

Section 2.14. Transfer of HSFS Business and Hong Kong AH Business

Article II (The Harbor Contribution) of the CDA is amended by adding a new Section 2.15, which shall read in its entirety as follows:

Section 2.15. Distribution of Proceeds under S/MSIM SPA. Spinco hereby agrees to distribute any and all proceeds received by Spinco from the Purchasers in connection with the transactions contemplated by the S/MSIM SPA to Harbor prior to the Merger, immediately following the consummation of the transactions contemplated by the S/MSIM SPA and upon receipt of such proceeds by Spinco.

Article IV (The Distribution), Section 4.2(a) (Authorization of Spinco Common Stock; Charter and By-Laws) is hereby amended by deleting the phrase “a JV Minority Shareholder as contemplated under Section 2.10” and replacing it with “the Purchasers”.

Article X (Miscellaneous) Section 10.6 (Assignment) is hereby adding the following text immediately after “the Spinco Financing” in clause (a) thereof

“or the Additional Financing”

Schedule II hereto is added as a new Exhibit A to the CDA.

Schedule III hereto is added as a new Exhibit B to the CDA.

To amend the Merger Agreement as follows:

The Exhibits list is hereby amended by adding the following Exhibit:

Exhibit C: Certain Shared Expenses

The recitals are hereby amended by (i) deleting the phrase “(other than any shares issued to the JV Minority Shareholders)” from the third recital and replacing it with “(other than any shares issued to the Purchasers)”, and (ii) adding the following recital after the fourth recital:

WHEREAS, immediately prior to the Distribution, Spinco will issue shares of Spinco Common Stock to certain investors who are party to that certain Stock Subscription and Purchase Agreement (the “S/MSIM SPA”), dated as of December 25, 2018, by and among Harbor, Spinco, certain funds and accounts advised by Morgan Stanley

Article I (Definitions) Section 1.1 (General) is hereby amended by adding the following defined terms, each of which shall be set forth in its proper alphabetic location:

“Additional Financing” shall mean the revolving credit facility in the aggregate principal amount of up to $300,000,000, to be entered into by Spinco at or around the Effective Time on terms mutually acceptable to the Parties.

“MSIM Purchasers” has the meaning set forth in the recitals hereof.

“Purchasers” has the meaning set forth in the recitals hereof.

“Sequoia Purchasers” has the meaning set forth in the recitals hereof.

“S/MSIM SPA” has the meaning set forth in the recitals hereof.

The definition of “Admiral Fully Diluted Share Number” in Article I (Definitions) Section 1.1 (General) is hereby amended and restated to read as follows:

“Admiral Fully Diluted Share Number” shall mean a number of shares of Spinco Common Stock equal to the sum, without duplication, of (i) the aggregate number of shares of Spinco Common Stock distributed to holders of Harbor Common Stock pursuant to the Distribution, (ii) the aggregate number of shares of Spinco Common Stock issued to the Purchasers pursuant to the S/MSIM SPA, and (iii) the aggregate number of shares of Spinco Common Stock underlying Spinco RSU Awards and Spinco Restricted Stock issued to Spinco Group Employees (each as defined in the Employee Matters Agreement).

The definition of “Escrowed Shares” in Article I (Definitions) Section 1.1 (General) is hereby amended and restated to read as follows:

“Escrowed Shares” shall mean the number of shares of Spinco Common Stock equal to 1.84% of the shares of Spinco Common Stock issued and outstanding on a fully diluted basis after giving effect to the Merger.

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

“Lenders” shall mean the agents, arrangers, lenders and other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Spinco Financing or the Additional Financing.

The definition of “Shared Expenses” in Article I (Definitions) Section 1.1 (General) is hereby amended and restated to read as follows:

“Shared Expenses” shall mean (i) all fees and expenses incurred in connection with the Spinco Financing and the Additional Financing (including, for the avoidance of doubt, all fees and expenses of legal counsel, investment bankers and any other consultants incurred in connection with the Spinco Financing and the Additional Financing), (ii) any filing fees required to be paid by the Parties under any filing with any Governmental Authority in furtherance of the Parties’ obligations under Section 6.8(a), (iii)(a) an amount of fees and expenses equal to $8,000,000 which the Parties agree shall be treated as Shared Expenses of Voyager and (b) an amount of fees and expenses equal to $12,000,000 which the Parties agree shall be treated as Shared Expenses of Harbor, and (iv) all other fees and expenses listed on Exhibit C hereto.

The definition of “Spinco Financing” in Article I (Definitions) Section 1.1 (General) is hereby amended and restated to read as follows:

“Spinco Financing” shall mean the Term Loan A debt financing to be incurred by Spinco at or around the Effective Time on terms mutually acceptable to the Parties in an aggregate principal amount of up to $1,200,000,000.

The definition of “Voyager Closing Date Net Debt” in Article I (Definitions) Section 1.1 (General) is amended and restated to read as follows:

“Voyager Closing Date Net Debt” shall mean an amount (which may be positive or negative), in each case, determined as of the Calculation Time and without giving effect to the consummation of the Transactions, equal to the Indebtedness of Voyager and its Subsidiaries, less the sum of (a) an amount equal to the Cash and Cash Equivalents of Voyager and its Subsidiaries, and (b) all Cash and Cash Equivalents of Voyager and its Subsidiaries used by Voyager to pay Transaction Expenses comprising the Voyager Transaction Expenses Amount or Shared Expenses prior to the Calculation Time.

Article II (The Separation, The Merger and Related Matters) Section 2.12 (Escrowed Shares) is hereby amended and restated in its entirety as follows:

Section 2.12 Escrowed Shares. On or prior to the Closing Date, Harbor, Spinco and the Voyager Stockholders’ Representative shall enter into an escrow agreement to be agreed upon in good faith between the Parties (the “Escrow Agreement”) with an escrow agent selected by Harbor and reasonably acceptable to the Voyager Stockholders’ Representative (the “Escrow Agent”). On or prior to the Closing Date, the Escrowed Shares shall be deposited by Spinco in an escrow account (the “Escrow Account”) and such Escrowed Shares shall be held in escrow pursuant to the terms of this Agreement and the Escrow Agreement and distributed in accordance with Section 9.2(b). Distributions of any Escrowed Shares from the Escrow Account and the valuation of such Escrowed Shares for purposes of redemption pursuant to this Agreement shall be determined in accordance with this Agreement and the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Voyager Stockholders shall constitute approval of the Escrow Agreement and the arrangements relating thereto, including, without limitation, the deposit of the Escrowed Shares in the Escrow Account.

Article II (The Separation, The Merger and Related Matters) is hereby amended to add a new Section 2.13 and a new Section 2.14 as follows:

Section 2.13: Treatment of Series D and Series E Warrants. Spinco shall not assume any issued and outstanding warrants to purchase Series D Preferred Stock or Series E Preferred Stock. To the extent not exercised prior to the Effective Time, such warrants shall be cancelled and terminated and of no further force or effect pursuant to their respective terms.

Section 2.14: Intermediate Holding Companies. Each of Harbor and Spinco hereby covenants and agrees to use its commercially reasonable best efforts to cause two wholly-owned limited liability company intermediate holding companies to be interposed between Spinco and the other members of the Spinco Group (including Merger Sub) prior to the Closing.

Article IV (Representations and Warranties of Harbor, Spinco and Merger Sub) Section 4.1(b) (Due Organization, Good Standing, Corporate Power and Subsidiaries) is hereby amended by adding the following text immediately after “the Spinco Financing” therein:

“or the Additional Financing”

Article IV (Representations and Warranties of Harbor, Spinco and Merger Sub) Section 4.19(a) (Operations of Spinco and Merger Sub) is hereby amended and restated in its entirety as follows:

As of the date hereof, Spinco is a direct, wholly owned Subsidiary of Harbor and, other than with respect to any shares of Spinco Common Stock issued, sold or otherwise transferred to the Purchasers pursuant to the S/MSIM SPA, shall remain a direct, wholly owned Subsidiary of Harbor until the consummation of the Distribution.

Article VI (Covenants) Section 6.1(g) (Conduct of the Spinco Business Pending the Merger) is hereby amended by adding the following text immediately after “the Spinco Financing” therein:

“, the Additional Financing”

Article VI (Covenants) Section 6.17 (Financing) is hereby amended and restated in its entirety as follows:

Section 6.17 Financing.

Article VI (Covenants) Section 6.1(d) (Conduct of the Spinco Business Pending the Merger) is hereby amended and restated in its entirety as follows:

(d) Governing Documents. Neither Harbor nor Spinco shall amend or propose to amend or otherwise change the certificate of incorporation or bylaws or similar governance documents of Spinco, nor shall Harbor or Spinco permit any Spinco Subsidiary to amend or propose to amend or otherwise change its certificate of incorporation or bylaws or similar governance documents in each case, except to the extent required to comply with applicable Law, the provisions of this Agreement or the Transaction Agreements; provided, however, that prior to Closing, Harbor shall cause Spinco’s certificate of incorporation to be amended to include an “excess share” provision that (among other things) will prohibit beneficial ownership of shares of Spinco Common Stock in excess of certain ownership thresholds for the two-year period following the Distribution, and will prohibit certain preexisting stockholders (including the Purchasers and CD&R VFC Holdings, L.P. (“Grandfathered Holder 3”)) from acquiring additional shares of Spinco Common Stock unless certain specific requirements and conditions are met.

Article VI (Covenants) is hereby amended by adding a new Section 6.31, which shall read in its entirety as follows:

Section 6.31. Incurrence of Voyager Transaction Expenses. Voyager shall cause there to be no more than $6,811,769 (the “Agreed Voyager Expenses Cap”) of (x) Transaction Expenses comprising the Voyager Transaction Expenses Amount and (y) Shared Expenses incurred by Voyager, in each case outstanding as of the Closing to be paid at the Closing. Voyager acknowledges and agrees that any Transaction Expenses comprising the Voyager Transaction Expenses Amount or Shared Expenses incurred by Voyager in excess of the Agreed Voyager Expenses Cap will be paid by Spinco no earlier than 3 Business Days following the Closing Date.

Article VIII (Termination, Amendment and Waiver) Section 8.3(b) (Shared Expenses) is hereby amended by adding the following text immediately after “the Spinco Financing” therein:

“and the Additional Financing”

Article X (General Provisions) Section 10.5 (Assignment) is hereby amended and restated in its entirety as follows:

Assignment. Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties, and any purported assignment without such consent shall be null and void, except that Spinco may assign any or all of its rights and interests under this Agreement without the consent of the other Parties hereto (a) to any Person providing the Spinco Financing or the Additional Financing pursuant to the terms thereof for purposes of creating a security interest herein or otherwise assign as collateral in respect of such Spinco Financing or the Additional Financing, or (b) to any purchaser of all or substantially all of the assets of such Person; provided, however, that, in each case, no such assignment shall release Spinco from any liability or obligation under this Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

Article X (General Provisions) Section 10.6 (Governing Law; WAIVER OF JURY TRIAL) and Section 10.17 (No Recourse to Lenders) are hereby amended by adding the following text immediately after “the Spinco Financing” in each instance such text appears therein:

“or the Additional Financing”

Schedule I hereto is added as a new Exhibit C to the Merger Agreement.

Voyager consent to transaction with MSIM Purchasers and Sequoia Purchasers

Harbor and Spinco, as applicable, intend to (i) enter into a stock subscription and purchase agreement with the funds affiliated with Sequoia Heritage listed on Exhibit B thereto (the “Sequoia Purchasers”), and certain funds and accounts advised by Morgan Stanley Investment Management, Inc. (the “MSIM Purchasers” and, together with the Sequoia Purchasers, the “Purchasers”) listed on Exhibit B thereto (the “Sequoia/MSIM SPA”) and, in the case of Spinco, to enter into a registration rights agreement with the investors on Schedule A thereto (the “Sequoia/MSIM RRA”), (ii) in the case of Spinco, issue a certain number of shares of Spinco Common Stock to the Purchasers immediately prior to the Distribution Time pursuant to the Sequoia/MSIM SPA, (iii) in the case of Spinco, file a registration statement on form S-1 to register the shares of Spinco Common Stock being issued to the Purchasers under the Securities Act pursuant to the Sequoia/MSIM SPA and the Sequoia/MSIM RRA, (iv) in the case of Spinco, include an “excess share” provision in its Certificate of Incorporation that (among other things) will prohibit beneficial ownership of Spinco shares in excess of certain ownership thresholds for the two-year period following the Distribution, and will prohibit certain preexisting stockholders (including the Purchasers and certain Voyager stockholders) from acquiring additional Spinco shares unless certain specific requirements and conditions are met (the “Excess Share Provision”), and (v) take such other actions as may be contemplated by the Sequoia/MSIM SPA or the Sequoia/MSIM RRA (the “S/MSIM Transaction”).

Pursuant to Sections 6.1 and 6.5(b) of the Merger Agreement, Voyager hereby consents to and approves (i) the execution of the Sequoia/MSIM SPA by Harbor and Spinco and the execution of the Sequoia/MSIM RRA by Spinco, and the inclusion of the Excess Share Provision in the Spinco Certificate of Incorporation, in each case in such form as has been approved by Voyager, and (ii) the S/MSIM Transaction, and authorizes Harbor and Spinco to proceed with the execution of Sequoia/MSIM SPA and the Sequoia/MSIM RRA, the performance by Harbor and Spinco of the obligations set forth therein and the completion of the S/MSIM Transaction.

Harbor consent to incurrence of Indebtedness by Voyager

Voyager has informed Harbor that it intends to incur certain Indebtedness (by requesting one or more loans in an aggregate principal amount not to exceed $15,000,000 from JP Morgan Chase & Co. or other lenders) (the “Additional Voyager Indebtedness”) to fund the payment of certain expenses prior to the Closing. Harbor acknowledges the above and hereby consents to the incurrence of the Additional Voyager Indebtedness by Voyager (in an aggregate principal amount not to exceed $15,000,000) pursuant to Section 6.2 of the Merger Agreement; provided, that Harbor’s consent to Voyager’s incurrence of the Additional Voyager Indebtedness is subject to, and conditioned upon, the sum of (i) the principal amount of the Additional Voyager Indebtedness and (ii) the principal amount of the existing Indebtedness of Voyager (consisting of a credit facility entered into by Voyager and certain lenders party thereto, including Midwest Community Development Fund II, LLC and BizCapital Bidco I, LLC, in an aggregate principal amount of $14,650,000) not exceeding $29,650,000.

/s/ Benjamin Shaw

/s/ Kimberley Angilly