Common use of Rights and Obligations of Transferees Clause in Contracts

Rights and Obligations of Transferees. Other than in connection with a Transfer to a Permitted Transferee, no purchaser of Shares from Walgreens shall be entitled to any rights granted to Walgreens pursuant to Section 2.1 (Company Board Representation), Section 2.2 (Company Board Committees), Section 2.4(c) (Acts of the Company Board), Section 2.7 (Shareholder Approval Rights) or Section 5.4(a) (Information, other than clauses (i) and (ii) thereof); provided, however, that in connection with a Transfer by Walgreens of at least 30% of the Ordinary Shares to a purchaser of such Ordinary Shares, Walgreens shall be permitted to assign to such purchaser Walgreens’ rights under this Agreement, except those rights set forth in Section 2.2(b); provided, further, that (i) Walgreens shall be permitted to make such assignment of approval rights only to one such purchaser, (ii) in no event shall such rights of Walgreens and such purchaser, and their respective Permitted Transferees, exceed, in the aggregate, such rights under this Agreement in the hands of Walgreens, assuming all such Ordinary Shares then Beneficially Owned by Walgreens and such purchaser, and their respective Permitted Transferees, are then owned solely by Walgreens and (iii) with respect to an assignment of Walgreens’ rights under Section 2.1(b), such purchaser shall thereafter be entitled to designate, in accordance with Section 2.1(b), (x) prior to the completion of an IPO pursuant to Section 3.7, two individuals and (y) after the completion of an IPO, one individual, to the Company Board; provided, further, that after such assignment, Walgreens shall have no further rights under Section 2.1(b), except those rights set forth in Section 2.1(b)(iii), which shall remain in effect with respect to Walgreens in accordance with its terms. For the avoidance of doubt, such purchaser shall cease to have (x) any approval rights set forth on Annex B other than those set forth in clauses (a), (c), (d) or (f), once such purchaser ceases to Beneficially Own at least 30% of the Ordinary Shares and (y) the approval rights specified in the foregoing clause (x), once such purchaser ceases to Beneficially Own at least 5% of the Ordinary Shares. Subject to the last sentence of this Section 3.1(c), no Transfer by a Shareholder of Shares that would otherwise be permitted pursuant to this Agreement shall be permitted unless (x) the transferee shall have executed an appropriate document (a “Joinder Agreement”) substantially in the form attached hereto as Exhibit D or otherwise in form and substance reasonably satisfactory to the Company and the other Shareholder(s) confirming that the transferee takes such Shares, subject to all the terms and conditions of this Agreement to the same extent as its transferor was bound by and entitled, except as otherwise set forth herein, to the benefits of such provisions and (y) such Joinder Agreement shall have been delivered to the Company and the other Shareholder(s) prior to such transferee’s acquisition of such Shares. Where a Shareholder effects a Transfer of Shares to a transferee after such transferee has executed and delivered to the Company and the other Shareholder(s) a Joinder Agreement, and such Transfer is permitted pursuant to this Agreement, the transferee shall become a party to this Agreement and be bound by and entitled to its terms and conditions to the same extent as its transferor was so bound and entitled, except as otherwise set forth herein. Notwithstanding the foregoing, a transferee of Shares shall not be bound by any of the terms and conditions of this Agreement if the applicable Transfer is pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 of the Securities Act.

Rights and Obligations of Transferees. Other than in connection with a Transfer to a Permitted Transferee, no purchaser of Shares from Walgreens any Itochu Entity shall be entitled to any rights granted to Walgreens any Itochu Entity pursuant to Section 2.1 (Company Board Representation), Section 2.2 (Company Board Committees), Section 2.4(c) (Acts including the right to appoint or nominate Directors and the right to appoint a member to any committee of the Company a Board), Section 2.7 2.4 (Shareholder Approval Rights) including any approval rights), Section 2.9, Section 3.7(h), Section 3.7(i), Section 5.2 or Section 5.4(a) (Information, other than clauses (i) and (ii) thereof)5.4; provided, however, that (x) in connection with a Transfer by Walgreens the Itochu Entities of at least 3020% or more of the Ordinary outstanding Shares to a purchaser of such Ordinary Shares, Walgreens the Itochu Entities shall be permitted to assign to such purchaser Walgreensthe Itochu Entities’ rights under this Agreementright to (i) appoint two individuals to each Board pursuant to Section 2.1(b) and (ii) nominate two individuals for election to the Company Board pursuant to Section 2.1(c), except those (y) in connection with a Transfer by the Itochu Entities of at least 10% but less than 20% of the outstanding Shares to a purchaser of such Shares, the Itochu Entities shall be permitted to assign to such purchaser the Itochu Entities’ right to (i) appoint one individual to each Board pursuant to Section 2.1(b) and (ii) nominate one individual for election to the Company Board pursuant to Section 2.1(c) and (z) in connection with any Transfer by the Itochu Entities of at least 10% of the outstanding Shares to a purchaser of such Shares, the Itochu Entities shall be permitted, but not required, to assign to such purchaser all of the Itochu Entities’ approval rights set forth in Section 2.2(bon Schedule III (other than those approval rights set forth as clauses (c); , (d) and (e) of such Schedule, which are personal to the Itochu Entities and shall not be transferable other than to a Permitted Transferee), provided, furtherhowever, that (i) Walgreens the Itochu Entities shall be permitted to make such assignment of approval rights only to one such purchaser, purchaser and (ii) in no event shall upon such rights of Walgreens and such purchaser, and their respective Permitted Transferees, exceed, in the aggregate, such rights under this Agreement in the hands of Walgreens, assuming all such Ordinary Shares then Beneficially Owned by Walgreens and such purchaser, and their respective Permitted Transferees, are then owned solely by Walgreens and (iii) with respect to an assignment of Walgreens’ rights under Section 2.1(b)approval rights, such purchaser shall thereafter be entitled to designate, in accordance with Section 2.1(b), (x) prior to the completion of an IPO pursuant to Section 3.7, two individuals and (y) after the completion of an IPO, one individual, to the Company Board; provided, further, that after such assignment, Walgreens shall have no further rights under Section 2.1(b), except those rights set forth in Section 2.1(b)(iii), which shall remain in effect with respect to Walgreens in accordance with its terms. For the avoidance of doubt, such purchaser Itochu Entities shall cease to have (x) any approval rights set forth on Annex B other than those set forth in clauses (a), (c), (d) or (f), once such purchaser ceases to Beneficially Own at least 30% of the Ordinary Shares and (y) the approval rights specified in the foregoing clause (x), once such purchaser ceases to Beneficially Own at least 5% of the Ordinary SharesSchedule. Subject to the last sentence of this Section 3.1(c), no Transfer by a Shareholder Stockholder of Shares that would otherwise be permitted pursuant to this Agreement shall be permitted effective unless (xi) the transferee shall have executed an appropriate document (a “Joinder Agreement”) substantially in the form attached hereto as Exhibit D Annex A or otherwise in form and substance reasonably satisfactory to the Company and the other Shareholder(s) confirming that (A) the transferee takes such Sharesshares, subject to all the terms and conditions of this Agreement to the same extent as its transferor was bound by and entitled, except as otherwise set forth herein, to the benefits of such provisions provisions, and (yB) such shares shall bear legends, substantially in the forms required by Section 6.5, and (ii) such Joinder Agreement shall have been delivered to and approved by the Company and the other Shareholder(s) prior to such transferee’s acquisition of such Shares. Where a Shareholder effects a Transfer of Shares to a transferee after such transferee has executed and delivered to the Company and the other Shareholder(s) a Joinder Agreementshares, and such Transfer is permitted pursuant to this Agreementwhich approval shall not be unreasonably withheld, the transferee shall become a party to this Agreement and be bound by and entitled to its terms and conditions to the same extent as its transferor was so bound and entitled, except as otherwise set forth hereinconditioned or delayed. Notwithstanding the foregoing, a transferee of Shares shall not be bound by any of the terms and conditions of this Agreement if the applicable Transfer is pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 of the Securities Act.

Rights and Obligations of Transferees. Other than in connection with a Transfer to (a) No Transferee of any Shareholder (except a Permitted Transferee, no purchaser of Shares from Walgreens ) shall be entitled to any rights granted under this Agreement except as provided in Section 2.3(b). A Permitted Transferee shall be permitted to Walgreens pursuant to Section 2.1 (Company Board Representation), Section 2.2 (Company Board Committees), Section 2.4(c) (Acts exercise all rights of the Company Board)Transferring Shareholder under this Agreement, Section 2.7 and shall be required to assume all of the obligations of the Transferring Shareholder under this Agreement, with respect to the Shares and Additional Ares Shares Transferred. (Shareholder Approval Rightsb) Any New Investor may assign its registration rights provided in Article IV in connection with one or Section 5.4(amore Sales of at least 1,000,000 Registrable Securities (appropriately adjusted for stock splits, dividends, combinations, recapitalizations and other similar events) (Informationor, other if any New Investor holds less than clauses 1,000,000 Registrable Securities, all outstanding Registrable Securities of such New Investor; provided, that (i) the Transferees of such registration rights do not exceed two Persons per New Investor (excluding for this purpose Permitted Transferees and for this purpose counting any Transferee and its Affiliates and Related Funds as one Person) and (ii) thereof); provided, however, that in connection with a Transfer by Walgreens of at least 30% the aggregate rights of the Ordinary Shares to a purchaser New Investor and such Transferees under Article IV after such Transfer do not exceed the rights of such Ordinary Shares, Walgreens shall be permitted to assign the New Investor under Article IV prior to such purchaser Walgreens’ rights under this Agreement, except those rights set forth in Section 2.2(b)Transfer; provided, further, that any simultaneous transfer of Registrable Securities by such New Investor and its Permitted Transferees shall be aggregated for purposes of the Registrable Securities threshold. (c) The New Investors and any Transferees of the New Investors (excluding TLW Properties, L.L.C., Xxx Xxxx and their Permitted Transferees) shall exercise their registration rights under this Agreement, unless otherwise stated herein, acting collectively by a vote of the majority of the Shares (excluding any Shares held by TLW Properties, L.L.C., Xxx Xxxx or their Permitted Transferees) held by them; provided, that if any New Investor or New Investors initiate a demand registration request pursuant to Section 4.2(a), such action may be taken by (i) Walgreens shall be permitted to make such assignment the affirmative vote of approval rights only to one such purchaser, (ii) in no event shall such rights of Walgreens and such purchaser, and their respective Permitted Transferees, exceed, in the aggregate, such rights under this Agreement in the hands of Walgreens, assuming all such Ordinary Shares then Beneficially Owned by Walgreens and such purchaser, and their respective Permitted Transferees, are then owned solely by Walgreens and (iii) with respect to an assignment of Walgreens’ rights under Section 2.1(b), such purchaser shall thereafter be entitled to designate, in accordance with Section 2.1(b), (x) prior to the completion of an IPO pursuant to Section 3.7, two individuals and (y) after the completion of an IPO, one individual, to the Company Board; provided, further, that after such assignment, Walgreens shall have no further rights under Section 2.1(b), except those rights set forth in Section 2.1(b)(iii), which shall remain in effect with respect to Walgreens in accordance with its terms. For the avoidance of doubt, such purchaser shall cease to have (x) any approval rights set forth on Annex B other than those set forth in clauses (a), (c), (d) or (f), once such purchaser ceases to Beneficially Own at least thirty percent (30% %) of the Ordinary Shares and (y) the approval rights specified in the foregoing clause (x), once such purchaser ceases to Beneficially Own at least 5% of the Ordinary Shares. Subject to the last sentence of this Section 3.1(c), no Transfer by a Shareholder of Shares that would otherwise be permitted pursuant to this Agreement shall be permitted unless (x) the transferee shall have executed an appropriate document (a “Joinder Agreement”) substantially in the form attached hereto as Exhibit D or otherwise in form and substance reasonably satisfactory to the Company and the other Shareholder(s) confirming that the transferee takes such Shares, subject to all the terms and conditions of this Agreement to the same extent as its transferor was bound by and entitled, except as otherwise set forth herein, to the benefits of such provisions and (y) such Joinder Agreement shall have been delivered to the Company and the other Shareholder(s) prior to such transferee’s acquisition of such Shares. Where a Shareholder effects a Transfer of Shares to a transferee after such transferee has executed and delivered to the Company and the other Shareholder(s) a Joinder Agreement, and such Transfer is permitted pursuant to this Agreement, the transferee shall become a party to this Agreement and be bound by and entitled to its terms and conditions to the same extent as its transferor was so bound and entitled, except as otherwise set forth herein. Notwithstanding the foregoing, a transferee of Shares shall not be bound by any of the terms and conditions of this Agreement if the applicable Transfer is pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 of the Securities Act.excluding any