EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VILLAGE PRACTICE MANAGEMENT COMPANY, LLC Effective as of [ ⚫ ], 2022Limited Liability Company Agreement • November 8th, 2022 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
This EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is effective as of [ ⚫ ], 2022 (the “Effective Date”), by and among Village Practice Management Company, LLC, a Delaware limited liability company (the “Company”), and the Persons set forth as Members (as hereinafter defined) on Exhibit A attached hereto and made a part hereof. Certain capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Article I.
AGREEMENT AND PLAN OF MERGER BY AND AMONG WP CITYMD TOPCO LLC, VILLAGE PRACTICE MANAGEMENT COMPANY, LLC, PROJECT TETON MERGER SUB LLC AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE HOLDER REPRESENTATIVE DATED AS OF NOVEMBER 7, 2022Merger Agreement • November 8th, 2022 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 7, 2022, is made by and among WP CityMD Topco LLC, a Delaware limited liability company (the “Company”), Village Practice Management Company, LLC, a Delaware limited liability company (“Buyer”), Project Teton Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“Merger Sub”), and Shareholder Representative Services LLC, solely in its capacity as the representative, agent and attorney-in-fact of the Company Unitholders (the “Holder Representative”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Article 1.
CLASS E PREFERRED UNIT AND CLASS F PREFERRED UNIT PURCHASE AGREEMENT by and among: CIGNA HEALTH & LIFE INSURANCE COMPANY, a Connecticut corporation; WBA ACQUISITION 5, LLC, a Delaware limited liability company; WALGREENS BOOTS ALLIANCE, INC., a...Purchase Agreement • November 8th, 2022 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS CLASS E PREFERRED UNIT AND CLASS F PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of November 7, 2022, is by and among (i) Cigna Health & Life Insurance Company, a Connecticut corporation (“Cigna”), (ii) WBA Acquisition 5, LLC, a Delaware limited liability company (the “Walgreens Buyer” and, together with Cigna, each a “Buyer” and collectively the “Buyers”), (iii) solely for purposes of Sections 5.9, 5.11, 7.9, 7.16 and 7.22, Walgreens Boots Alliance, Inc., a Delaware corporation (“WBA”), (iv) Village Practice Management Company, LLC, a Delaware limited liability company (the “Company”), and (v) solely for purposes of Section 7.23, the Signing Major Holders.
