SHIELDS HEALTH SOLUTIONS PARENT, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [___], 2021Limited Liability Company Agreement • September 21st, 2021 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SHIELDS HEALTH SOLUTIONS PARENT, LLC, a Delaware limited liability company (the “Company”), is dated and effective as of [•], 2021 (the “Effective Date”) and is adopted, executed and agreed to by and among (i) the Company, (ii) the Members, (iii) with respect to Section 7.1 and Articles VIII, X and XII, the Beneficial Owners and (iv) with respect to Articles X and Article XII, the Walgreens Parent.
SECURITIES PURCHASE AGREEMENT by and among THE SEVERAL EQUITYHOLDERS OF SHIELDS HEALTH SOLUTIONS PARENT, LLC LISTED ON SCHEDULE A AND SCHEDULE B, THE STOCKHOLDERS OF WCAS SHIELDS HOLDINGS, INC. LISTED ON SCHEDULE C,Securities Purchase Agreement • September 21st, 2021 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of September 17, 2021, by and among the Persons (as defined below) listed on Schedule A (each a “Shields Seller” and collectively, the “Shields Sellers”), the Persons listed on Schedule B (each an “Incentive Unit Holder” and collectively, the “Incentive Unit Holders”), the Persons listed on Schedule C (each a “WCAS Seller” and collectively, the “WCAS Sellers”, together with the Shields Sellers, the Incentive Unit Holders, the WCAS Sellers and upon their joinder to this Agreement pursuant to Section 1.03, the Health Systems Sellers (as defined below), each a “Seller” and collectively, the “Sellers”), Walgreen Co., an Illinois corporation (“Buyer”), Shields Health Solutions Parent, LLC, a Delaware limited liability company (the “Company”), WCAS Shields Holding, Inc., a Delaware corporation (“WCAS Blocker”) and WCAS XIII Associates LLC, in its capacity as Sellers’ Representative on behalf of the Sellers (the “Sellers’ Repres
