AMERISOURCEBERGEN SHAREHOLDERS AGREEMENT Dated as of March 18, 2013Amerisourcebergen Shareholders Agreement • March 20th, 2013 • Walgreen Co • Retail-drug stores and proprietary stores • Delaware
SHAREHOLDERS AGREEMENT, dated as of March 18, 2013 (this “Agreement”), among (i) AmerisourceBergen Corporation, a Delaware corporation (the “Company”), (ii) Walgreen Co., an Illinois corporation (“Walgreens”), and (iii) Alliance Boots GmbH, a private limited liability company incorporated under the laws of Switzerland (“Alliance Boots”).
LIMITED LIABILITY COMPANY AGREEMENT OF WAB HOLDINGS LLCLimited Liability Company Agreement • March 20th, 2013 • Walgreen Co • Retail-drug stores and proprietary stores • Delaware
Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company (the “Wolf Party”), and Alliance Boots Luxembourg S.à.r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (the “Fox Party”), are executing this LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) of WAB Holdings LLC, a Delaware limited liability company (the “Company”), dated as of March 18, 2013 (the “Effective Date”).
FRAMEWORK AGREEMENT Dated March 18, 2013 by and among AMERISOURCEBERGEN CORPORATION, WALGREEN CO. and ALLIANCE BOOTS GMBHShareholders Agreement • March 20th, 2013 • Walgreen Co • Retail-drug stores and proprietary stores • Delaware
FRAMEWORK AGREEMENT, dated March 18, 2013 (this “Agreement”), by and among AmerisourceBergen Corporation, a Delaware corporation (the “Company”), Walgreen Co., an Illinois corporation (“Walgreens”), and Alliance Boots GmbH, a private limited liability company incorporated under the laws of Switzerland, having its registered office at Baarerstrasse 94, CH 6300 Zug, Switzerland and registered in the Register of Commerce and Companies of the Canton of Zug under No.CH-170.4.007.953.1 (“Alliance Boots”).
TRANSACTION RIGHTS AGREEMENTTransaction Rights Agreement • March 20th, 2013 • Walgreen Co • Retail-drug stores and proprietary stores • Delaware
THIS TRANSACTION RIGHTS AGREEMENT (this “Agreement”) is made as of March 18, 2013 by and between Walgreen Co., an Illinois corporation (“Wolf”), Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company and (directly or indirectly) a wholly-owned subsidiary of Wolf (“Wolf Sub”, and together with Wolf, the “Wolf Parties”), Alliance Boots GmbH, a private limited liability company incorporated under the laws of Switzerland (“Fox”), Alliance Boots Luxembourg S.à r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg and (directly or indirectly) a wholly-owned subsidiary of Fox (“Fox Sub”, and together with Fox, the “Fox Parties”) and WAB Holdings, LLC, a Delaware limited liability company, jointly controlled by Wolf Sub and Fox Sub (the “JV”, together with the Wolf Parties and the Fox Parties, collectively, the “Parties”, and each, individually, a “Party”).
