POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
June 13, 2019
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:
(i) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer or beneficial owner of shares of
common stock of Chewy, Inc., a Delaware corporation (the
"Company"), any Schedule 13D or Schedule 13G, and any amendments,
supplements or exhibits thereto (including any joint filing
agreements) required to be filed by the undersigned under Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated
thereunder, and any Forms 3, 4 and 5 and any amendments,
supplements or exhibits thereto required to be filed by the
undersigned under Section 16(a) of the Exchange Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the common
stock of the Company is then listed; and
(iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorneys-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.
ARGOS HOLDINGS GP LLC
By: /s/ Michael Chang
-------------------------------------
Name: Michael Chang
Title: Authorized Signatory
POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
June 13, 2019
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:
(i) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer or beneficial owner of shares of
common stock of Chewy, Inc., a Delaware corporation (the
"Company"), any Schedule 13D or Schedule 13G, and any amendments,
supplements or exhibits thereto (including any joint filing
agreements) required to be filed by the undersigned under Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated
thereunder, and any Forms 3, 4 and 5 and any amendments,
supplements or exhibits thereto required to be filed by the
undersigned under Section 16(a) of the Exchange Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the common
stock of the Company is then listed; and
(iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorneys-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.
ARGOS HOLDINGS L.P.
By: /s/ Michael Chang
-------------------------------------
Name: Michael Chang
Title: Authorized Signatory
POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
June 13, 2019
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:
(i) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer or beneficial owner of shares of
common stock of Chewy, Inc., a Delaware corporation (the
"Company"), any Schedule 13D or Schedule 13G, and any amendments,
supplements or exhibits thereto (including any joint filing
agreements) required to be filed by the undersigned under Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated
thereunder, and any Forms 3, 4 and 5 and any amendments,
supplements or exhibits thereto required to be filed by the
undersigned under Section 16(a) of the Exchange Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the common
stock of the Company is then listed; and
(iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorneys-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.
CITRUS INTERMEDIATE HOLDINGS L.P.
By: /s/ Michael Chang
-------------------------------------
Name: Michael Chang
Title: Authorized Signatory
POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
June 13, 2019
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:
(i) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer or beneficial owner of shares of
common stock of Chewy, Inc., a Delaware corporation (the
"Company"), any Schedule 13D or Schedule 13G, and any amendments,
supplements or exhibits thereto (including any joint filing
agreements) required to be filed by the undersigned under Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated
thereunder, and any Forms 3, 4 and 5 and any amendments,
supplements or exhibits thereto required to be filed by the
undersigned under Section 16(a) of the Exchange Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the common
stock of the Company is then listed; and
(iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorneys-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.
ARGOS INTERMEDIATE HOLDCO I INC.
By: /s/ Alan M. Schnaid
-------------------------------------
Name: Alan M. Schnaid
Title: President and Chief Financial Officer
POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
June 13, 2019
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:
(i) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer or beneficial owner of shares of
common stock of Chewy, Inc., a Delaware corporation (the
"Company"), any Schedule 13D or Schedule 13G, and any amendments,
supplements or exhibits thereto (including any joint filing
agreements) required to be filed by the undersigned under Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated
thereunder, and any Forms 3, 4 and 5 and any amendments,
supplements or exhibits thereto required to be filed by the
undersigned under Section 16(a) of the Exchange Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the common
stock of the Company is then listed; and
(iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorneys-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.
ARGOS INTERMEDIATE HOLDCO II INC.
By: /s/ Alan M. Schnaid
-------------------------------------
Name: Alan M. Schnaid
Title: President and Chief Financial Officer
POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
June 13, 2019
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:
(i) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer or beneficial owner of shares of
common stock of Chewy, Inc., a Delaware corporation (the
"Company"), any Schedule 13D or Schedule 13G, and any amendments,
supplements or exhibits thereto (including any joint filing
agreements) required to be filed by the undersigned under Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated
thereunder, and any Forms 3, 4 and 5 and any amendments,
supplements or exhibits thereto required to be filed by the
undersigned under Section 16(a) of the Exchange Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the common
stock of the Company is then listed; and
(iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorneys-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.
ARGOS INTERMEDIATE HOLDCO III INC.
By: /s/ Alan M. Schnaid
-------------------------------------
Name: Alan M. Schnaid
Title: President and Chief Financial Officer
POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
June 13, 2019
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:
(i) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer or beneficial owner of shares of
common stock of Chewy, Inc., a Delaware corporation (the
"Company"), any Schedule 13D or Schedule 13G, and any amendments,
supplements or exhibits thereto (including any joint filing
agreements) required to be filed by the undersigned under Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated
thereunder, and any Forms 3, 4 and 5 and any amendments,
supplements or exhibits thereto required to be filed by the
undersigned under Section 16(a) of the Exchange Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the common
stock of the Company is then listed; and
(iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorneys-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.
BUDDY HOLDINGS CORP.
By: /s/ Alan M. Schnaid
-------------------------------------
Name: Alan M. Schnaid
Title: President and Chief Financial Officer
POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
June 13, 2019
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:
(i) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer or beneficial owner of shares of
common stock of Chewy, Inc., a Delaware corporation (the
"Company"), any Schedule 13D or Schedule 13G, and any amendments,
supplements or exhibits thereto (including any joint filing
agreements) required to be filed by the undersigned under Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated
thereunder, and any Forms 3, 4 and 5 and any amendments,
supplements or exhibits thereto required to be filed by the
undersigned under Section 16(a) of the Exchange Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the common
stock of the Company is then listed; and
(iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorneys-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.
ARGOS HOLDINGS INC.
By: /s/ Alan M. Schnaid
-------------------------------------
Name: Alan M. Schnaid
Title: President and Chief Financial Officer
POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
June 13, 2019
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:
(i) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer or beneficial owner of shares of
common stock of Chewy, Inc., a Delaware corporation (the
"Company"), any Schedule 13D or Schedule 13G, and any amendments,
supplements or exhibits thereto (including any joint filing
agreements) required to be filed by the undersigned under Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated
thereunder, and any Forms 3, 4 and 5 and any amendments,
supplements or exhibits thereto required to be filed by the
undersigned under Section 16(a) of the Exchange Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the common
stock of the Company is then listed; and
(iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorneys-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.
PETSMART, INC.
By: /s/ Lacey J. Bundy
-------------------------------------
Name: Lacey J. Bundy
Title: SVP, General Counsel & Secretary
POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
June 13, 2019
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:
(i) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer or beneficial owner of shares of
common stock of Chewy, Inc., a Delaware corporation (the
"Company"), any Schedule 13D or Schedule 13G, and any amendments,
supplements or exhibits thereto (including any joint filing
agreements) required to be filed by the undersigned under Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated
thereunder, and any Forms 3, 4 and 5 and any amendments,
supplements or exhibits thereto required to be filed by the
undersigned under Section 16(a) of the Exchange Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the common
stock of the Company is then listed; and
(iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorneys-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.
PETSMART BUDDY HOLDINGS CORP.
By: /s/ Alan M. Schnaid
-------------------------------------
Name: Alan M. Schnaid
Title: President and Chief Financial Officer
