| a) |
The PIK Accrual Date schedule attached to the Note as Schedule 1 is hereby amended and restated in its entirety and attached hereto as Exhibit A.
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| a) |
Receipt by the Holder of this Amendment, duly executed and delivered by the Company and the Holder;
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| b) |
Receipt by the Holder of that certain Amendment No. 1 to Note Purchase Agreement, dated as of the date hereof, duly executed and delivered by the Company, the Parent and the Holder;
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| c) |
Receipt by the Holder of that certain Acknowledgment and Reaffirmation of the Security Agreement, dated as of the date hereof, duly executed and delivered by the Company and the Holder; and
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| d) |
Receipt by the Holder of that certain Acknowledgment and Reaffirmation of Parent Guarantee Agreement, dated as of the date hereof, duly executed and delivered by the Parent and the Holder, as beneficiary.
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| a) |
COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which together
constitute one instrument. Execution and delivery by electronic means shall be effective.
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| b) |
NOTE DOCUMENT. This Amendment shall constitute a ‘‘Note Document” for all purposes of the Note Purchase Agreement and the other Note Documents.
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| c) |
NO NOVATION. This Amendment constitutes an amendment to, and not a novation of, the Note. Except as expressly set forth herein, nothing in this Amendment shall be construed as a release, discharge or impairment of any obligations of any
Note Party under the Note or any other Note Document, all of which remain in full force and effect.
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| d) |
INCORPORATION BY REFERENCE. The provisions of Sections 8 (Amendments and Waivers; Resolutions of Dispute; Notice), 9 (Successors and Assigns; Transfer of Note), 15 (Choice of Law; Proceedings); 16 (Arbitration) and 19 (Notices) of the Note
are incorporated herein by reference, mutatis mutandis.
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vVARDIS Inc.
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By:
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/s/ Dr. Haleh Abivardi Brönner
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Name:
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Dr. Haleh Abivardi Brönner
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Title:
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Board Member
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By:
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/s/ Dr. Golnar Abivardi Signer
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|
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Name:
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Dr. Golnar Abivardi Signer
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Title:
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Board Member
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Henry Schein, Inc.
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||
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By:
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/s/ Scott Sanders
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Name:
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Scott Sanders
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Title:
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Vice President, Global M&A and Business Development
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PIK Accrual Date
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Amount Accrued
|
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August 19, 2025
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$10,813,333.34
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August 19, 2026
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