FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this Amendment), dated as of July 7, 2019, is by and among PetIQ, LLC, an Idaho limited liability company (the Buyer), L. Perrigo Company, a Michigan corporation (the Seller), Perrigo Company plc, an Irish public limited company (the Seller Parent), and PetIQ, Inc., a Delaware corporation (the Buyer Guarantor).
WHEREAS, the Buyer, the Seller, the Seller Parent and the Buyer Guarantor entered into that certain Purchase and Sale Agreement, dated as of May 8, 2019 (the Purchase Agreement), pursuant to which, among other things, the Buyer has agreed to purchase and acquire all of the Purchased Interests from the Seller; and
WHEREAS, the Parties desire to amend the Purchase Agreement as provided below.
NOW THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, covenants and agreements contained in this Amendment, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Amendment. Effective as of the date of this Amendment:
(a) Section 3.18(a)(i) of the Disclosure Schedule is hereby deleted in its entirety and replaced with the items set forth on Exhibit A hereto.
(b) Section 5.2 of the Disclosure Schedule is hereby amended to remove the following language: Sale of an approximately 10 acre open lot to a third party or the sale or transfer of such lot to an Affiliate of the Seller.
(c) Section 3.14(a)(ii) of the Disclosure Schedule is hereby amended to add the following individuals: Neal Wilmore and Stephen McKernan.
(d) Section 2.3(b)(ix) of the Disclosure Schedule is hereby amended to remove the following item: Master Equipment Lease Agreement dated May 30, 2014, between Bank of the West and Sergeants Pet Care Products, Inc. (for equipment used in material handling and distribution activities in the warehouse located at 8701 S. 126th Street, Omaha, NE 68138).
(e) Schedule 1 of the Transition Services Agreement is hereby amended and restated in its entirety as set forth on Exhibit B attached hereto.
2. Satisfaction of Closing Conditions. The Parties hereby agree that the Closing pursuant to the Purchase Agreement shall be consummated on July 8, 2019. Notwithstanding the foregoing, the Parties hereby acknowledge and agree that all of the conditions to Closing set forth in Article VI of the Purchase Agreement have been satisfied as of July 3, 2019 and that neither Party may refuse to consummate the transactions contemplated by the Purchase Agreement by claiming that a condition to Closing has not been satisfied; provided that (a) the Parties acknowledge and agree that the foregoing shall not limit the Parties obligation to comply with the covenants applicable to the Interim Period and (b) solely for the purposes of Article VIII of the Purchase Agreement and under the R&W Policy, the Parties will bring down their representations, warranties and covenants as of the Closing Date.
3. Capitalized Terms. Capitalized terms used but not defined shall have the meanings assigned to them in the Purchase Agreement.