AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VILLAGE PRACTICE MANAGEMENT COMPANY HOLDINGS, LLC Effective as of January 3, 2023Limited Liability Company Agreement • January 5th, 2023 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is effective as of January 3, 2023 (the “Effective Date”), by and among Village Practice Management Company Holdings, 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.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 5th, 2023 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
This First Amendment to Agreement and Plan of Merger (herein, this “Amendment”) is entered into as of November 14, 2022, 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”) and Project Teton Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“Merger Sub”). The Company, Buyer and Merger Sub may each be referred to herein individually as a “Party,” and collectively, as the “Parties.”
AMENDED AND RESTATED CLASS E PREFERRED UNIT AND CLASS F PREFERRED UNIT PURCHASE AGREEMENT by and among: CIGNA HEALTH & LIFE INSURANCE COMPANY, a Connecticut corporation; EVERNORTH HEALTH, INC., a Delaware corporation; WBA ACQUISITION 5, LLC, a...Class E Preferred Unit and Class F Preferred Unit Purchase Agreement • January 5th, 2023 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS AMENDED AND RESTATED CLASS E PREFERRED UNIT AND CLASS F PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of January 3, 2023, is by and among (i) (A) Cigna Health & Life Insurance Company, a Connecticut corporation, and (B) Evernorth Health, Inc., a Delaware corporation and wholly-owned subsidiary of Cigna Corporation (“Evernorth” and clause (A) and (B) collectively “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 Section 5.9, Section 5.11, Section 7.9, Section 7.16 and Section 7.22, Walgreens Boots Alliance, Inc., a Delaware corporation (“WBA”), (iv) Village Practice Management Company, LLC, a Delaware limited liability company (the “Company”), (v) Village Practice Management Company Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (the “Issuer”) and (vi) solely for purp
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 5th, 2023 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
This Second Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of January 3, 2023, by and among WP CityMD Topco LLC, a Delaware limited liability company (the “Company”), Village Practice Management Company, LLC, a Delaware limited liability company (“VPMC”), Project Teton Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), and Village Practice Management Company Holdings, LLC, a Delaware limited liability company (“VPMCH”). The Company, VPMC, Merger Sub and VPMCH may each be referred to herein individually as a “Party,” and collectively as the “Parties.”
